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. (b) Each of the Investors and Office Depot hereby agrees that, effective as of immediately prior to the Closing and following (i) the satisfaction or waiver of all conditions to the Closing under the Merger Agreement other than the condition set forth in Section 7.2(g) of the Merger Agreement and (ii) receipt of Office Depot Lender Consent to make the Closing Redemption (as defined below) (collectively, the “Closing Redemption Conditions”), all of the Preferred Shares then held by the Investors (the “Closing Redemption Shares”) shall be redeemed for cash pursuant to Section 6(a)(1) of the Series A CoD and Section 6(a)(1) of the Series B CoD, as the case may be (the “Closing Redemption”). Subject to the final sentence of this Section 1(b), each of Office Depot and the Investors agrees that (i) this Section 1(b) 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 Closing Redemption Shares then held by the Investors 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 Closing Redemption Shares shall be the date of the Closing (regardless of when the Investors deliver the certificates for the Closing Redemption Shares to Office Depot), (B) the number of Preferred Shares to be redeemed shall be as set forth in the first sentence of this Section 1(b), (C) the redemption price per Closing 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 of the Closing, and (D) the redemption of the Closing Redemption Shares shall occur immediately prior to the Closing (and following the satisfaction of the Closing Redemption Conditions) at the offices designated for the Closing pursuant to Section 1.2 of the Merger Agreement. The Investors hereby agree to deliver and surrender the certificates representing the Closing Redemption Shares to Office Depot no later than 9:00 a.m., New York time, on the date of the Closing (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 on the date of the Closing following the satisfaction of the Closing Redemption Conditions and such surrender, Office Depot shall deliver in cash by wire transfer in immediately available funds to each of the Investors the redemption price for the Closing Redemption Shares held by such Investor redeemed in accordance with this Section 1(b) to an account or accounts designated by the Investors in writing to Office Depot at least two business days prior to the Closing. 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 Closing Redemption Conditions are not satisfied at the Closing (including because the Merger Agreement is terminated in accordance with its terms), 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 Closing Redemption Conditions are satisfied at or prior to the Closing.

Redemption of Preferred Shares. (a) Each The Company shall, as provided by the Certificate of the Investors and Office Depot hereby agrees thatDesignation, effective as of immediately following receipt of (i) Office Depot Stockholder Approval and (ii) Office Depot Lender Consent (as defined below) to make file with its corporate records the Shareholder Approval Redemption (as defined below) (collectively, certificate referenced in the “Shareholder Approval Redemption Conditions”), 175,000 second paragraph of the Preferred Shares then held by the Investors (the “Shareholder Approval Redemption Shares”) shall be redeemed for cash pursuant to Section 6(a)(17(a)(1) of the Certificate of Designations Designation, (ii) send (including by means of DTC electronic notice) the Series A Preferred (the “Series A CoD”) and notice of redemption contemplated by Section 6(a)(17(c) of the Certificate of Designations of the Series B Preferred Designation (the “Series B CoD”), as the case may be (the “Shareholder Approval Notice of Redemption”). Office Depot agrees (x) and the certificate referenced in the second paragraph of Section 7(a)(1) of the Certificate of Designation to cause the Office Depot Stockholders Meeting to be held each holder of Company Preferred Shares as soon as practicable following after (but in any case within two (2) business days of) the mailing of the Joint Proxy Statement/Prospectus, (iii) set aside for the benefit of the holders of Company Preferred Shares $26.00 per Company Preferred Share, plus all declared and unpaid dividends thereon, if any, to the date the Registration Statement is declared effective by the Commission and (y) of redemption, without interest on such unpaid dividends, pursuant to deliver written notice to the Investors as promptly as practicable (and, in any event, within 24 hoursSection 7(e) of the Shareholder Approval Redemption Conditions being satisfied. Subject to Certificate of Designation and (iv) redeem all outstanding Company Preferred Shares thirty (30) days after 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 sent to the Shareholder Approval Redemption holders of Company Preferred Shares for purposes of the Series A CoD and Series B CoD, as the case may be, which notice shall be deemed pursuant to be received by the Investors within the time period provided by Section 6(c7(a)(2) of the Series A CoD Certificate of Designation (the “Preferred Share Redemption Date”) 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 any 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 ClosingCompany Shareholders Meeting (the “Preferred Share Redemption”). (b) Each The Company shall cause Montpelier Reinsurance Ltd. or another Subsidiary of the Investors and Office Depot hereby agrees that, effective as of immediately prior Company to the Closing and following (i) prepare and file all necessary or appropriate applications or filings with the satisfaction Bermuda Monetary Authority (if applicable) in connection with the issuance of any dividend or waiver distribution required to be paid by such company in order to fund the Preferred Share Redemption (including any application required pursuant to Section 31B of all conditions the Insurance Act 1978 (as amended)) and any related transfer of funds to the Closing under the Merger Agreement other than the condition set forth in Section 7.2(g) of the Merger Agreement Company and (ii) receipt of Office Depot Lender Consent pay a dividend or otherwise transfer funds to make the Closing Redemption (as defined below) (collectively, Company in an amount sufficient for the “Closing Redemption Conditions”), all payment of the Preferred Shares then held by Share Redemption. To the Investors (extent necessary and permitted under applicable Law, the “Closing Redemption Shares”) shall be redeemed for cash pursuant to Section 6(a)(1) Company will consult and reasonably cooperate with Parent regarding the payment of the Series A CoD and Section 6(a)(1) of the Series B CoDPreferred Share Redemption, as the case may be (the “Closing Redemption”). Subject to the final sentence of this Section 1(b), each of Office Depot and the Investors agrees that (i) this Section 1(b) 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) including with respect to the Closing Redemption Shares then held by the Investors for purposes sources 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 Closing Redemption Shares shall be the date of the Closing (regardless of when the Investors deliver the certificates for the Closing Redemption Shares to Office Depot), (B) the number of Preferred Shares to be redeemed shall be as set forth in the first sentence of this Section 1(b), (C) the redemption price per Closing 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 of the Closing, and (D) the redemption of the Closing Redemption Shares shall occur immediately prior to the Closing (and following the satisfaction of the Closing Redemption Conditions) at the offices designated for the Closing pursuant to Section 1.2 of the Merger Agreement. The Investors hereby agree to deliver and surrender the certificates representing the Closing Redemption Shares to Office Depot no later than 9:00 a.m., New York time, on the date of the Closing (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 on the date of the Closing following the satisfaction of the Closing Redemption Conditions and such surrender, Office Depot shall deliver in cash by wire transfer in immediately available funds to each of the Investors the redemption price for the Closing Redemption Shares held by such Investor redeemed in accordance with this Section 1(b) to an account or accounts designated by the Investors in writing to Office Depot at least two business days prior to the Closing. 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 Closing Redemption Conditions are not satisfied at the Closing (including because the Merger Agreement is terminated in accordance with its terms), sale or liquidation of any investments) used to pay the foregoing notice of redemption shall automatically be null Preferred Share Redemption and void without any further action of setting 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 Closing Preferred Share Redemption Conditions are satisfied at or prior to the Closingrecord date.

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, (C) the redemption price per Shareholder Approval Redemption Share shall be as set forth in Section 6(a)(1) of the Series A CoD postage prepaid, not less than 30 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. (b) Each of the Investors and Office Depot hereby agrees that, effective as of immediately prior to the Closing and following (i) the satisfaction or waiver of all conditions to the Closing under the Merger Agreement other more than the condition set forth in Section 7.2(g) of the Merger Agreement and (ii) receipt of Office Depot Lender Consent to make the Closing Redemption (as defined below) (collectively, the “Closing Redemption Conditions”), all of the Preferred Shares then held by the Investors (the “Closing Redemption Shares”) shall be redeemed for cash pursuant to Section 6(a)(1) of the Series A CoD and Section 6(a)(1) of the Series B CoD, as the case may be (the “Closing Redemption”). Subject to the final sentence of this Section 1(b), each of Office Depot and the Investors agrees that (i) this Section 1(b) 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 Closing Redemption Shares then held by the Investors 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 Closing Redemption Shares shall be the date of the Closing (regardless of when the Investors deliver the certificates for the Closing Redemption Shares to Office Depot), (B) the number of Preferred Shares to be redeemed shall be as set forth in the first sentence of this Section 1(b), (C) the redemption price per Closing 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 of the Closing, and (D) the redemption of the Closing Redemption Shares shall occur immediately prior to the Closing (and following the satisfaction of the Closing Redemption Conditions) at the offices designated for the Closing pursuant to Section 1.2 of the Merger Agreement. The Investors hereby agree to deliver and surrender the certificates representing the Closing Redemption Shares to Office Depot no later than 9:00 a.m., New York time, on the date of the Closing (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 on the date of the Closing following the satisfaction of the Closing Redemption Conditions and such surrender, Office Depot shall deliver in cash by wire transfer in immediately available funds to each of the Investors the redemption price for the Closing Redemption Shares held by such Investor redeemed in accordance with this Section 1(b) to an account or accounts designated by the Investors in writing to Office Depot at least two business 60 days prior to the Closing. Notwithstanding anything contained herein or in date fixed for redemption of such Preferred Shares and Depositary Shares (the Series A CoD or Series B CoD “Redemption Date”) to the contrary, the parties agree that (i) in the event that any record holders of the Closing Redemption Conditions are not satisfied Receipts evidencing the Depositary Shares to be so redeemed, at the Closing (including because address of such holders as they appear on the Merger Agreement is terminated in accordance with its terms), records of the foregoing Depositary; but neither failure to mail any such 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 Closing 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

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 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. (b) Each of the Investors and Office Depot hereby agrees that, effective as of immediately prior to the Closing and following (i) the satisfaction or waiver of all conditions to the Closing under the Merger Agreement other than the condition set forth in Section 7.2(g) of the Merger Agreement and (ii) receipt of Office Depot Lender Consent to make the Closing Redemption (as defined below) (collectively, the “Closing Redemption Conditions”), all of the Preferred Shares then held by the Investors (the “Closing Redemption Shares”) shall be redeemed for cash pursuant to Section 6(a)(1) of the Series A CoD and Section 6(a)(1) of the Series B CoD, as the case may be (the “Closing Redemption”). Subject to the final sentence of this Section 1(b), each of Office Depot and the Investors agrees that (i) this Section 1(b) 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) share paid with respect to the Closing Redemption Preferred Shares then held 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 Investors for purposes Corporation in respect of the Series A CoD and Series B CoD, as the case may be, dividends 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) on the redemption date for have accumulated on the Closing Redemption Shares shall be the date of the Closing (regardless of when the Investors deliver the certificates for the Closing Redemption Shares to Office Depot), (B) the number of Preferred Shares to be so redeemed shall be as set forth in and have not theretofore been paid. The foregoing is further subject to the first sentence terms and conditions of the Certificate of Designations. If fewer than all of the Depositary Shares evidenced by this Depositary Receipt are called for redemption, the Depositary will deliver to the holder of this Section 1(b)Depositary Receipt upon its surrender to the Depositary, (C) together with the redemption price per Closing Redemption Share shall be as set forth in Section 6(a)(1) of payment, a new Depositary Receipt evidencing the Series A CoD and Section 6(a)(1) of the Series B CoD, as the case may be, determined as of the date of the Closing, and (D) the redemption of the Closing Redemption Depositary Shares shall occur immediately prior to the Closing (and following the satisfaction of the Closing Redemption Conditions) at the offices designated for the Closing pursuant to Section 1.2 of the Merger Agreement. The Investors hereby agree to deliver and surrender the certificates representing the Closing Redemption Shares to Office Depot no later than 9:00 a.m., New York time, on the date of the Closing (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 on the date of the Closing following the satisfaction of the Closing Redemption Conditions and such surrender, Office Depot shall deliver in cash by wire transfer in immediately available funds to each of the Investors the redemption price for the Closing Redemption Shares held evidenced by such Investor redeemed in accordance with this Section 1(b) to an account or accounts designated by the Investors in writing to Office Depot at least two business days prior to the Closing. Notwithstanding anything contained herein or in the Series A CoD or Series B CoD to the contrary, the parties agree Depositary Receipt that (i) in the event that any of the Closing Redemption Conditions are not satisfied at the Closing (including because the Merger Agreement is terminated in accordance with its terms), 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 Closing Redemption Conditions are satisfied at or prior to the Closingcalled for redemption.

Redemption of Preferred Shares. (a) Each of Notwithstanding anything in the Investors and Office Depot hereby agrees thatRestated Certificate to the contrary, effective as of immediately following receipt of (i) Office Depot Stockholder Approval and (ii) Office Depot Lender Consent in the event the Company provides a Redemption Notice (as defined belowin the Restated Certificate) to make and the Shareholder Approval Redemption (as defined below) (collectively, the “Shareholder Approval Redemption Conditions”), 175,000 of the Preferred Shares then held redemption by the Investors (the “Shareholder Approval Redemption Shares”) shall be redeemed for cash pursuant to Section 6(a)(1) of the Certificate of Designations Company of the Series A Preferred (Shares of a holder thereof pursuant to the “terms of the Redemption Notice at such time would cause such holder of Series A CoDPreferred Shares or such holder’s Affiliates (each an “Additional Redemption Holder”) to recognize dividend income pursuant to the Code or the other applicable rules and regulations of any taxing authority (in each case as reasonably determined by the applicable Additional Redemption Holder) then each such Additional Redemption Holder shall not be required in such holder’s sole discretion, subject to the terms of Section 6(a)(14.14(b), to have all or any portion of its Series A Preferred Shares redeemed in accordance with this provision; provided, that upon delivery of a Redemption Notice, such Redemption Notice and the Company’s obligation to redeem the Series A Preferred Shares thereunder, shall be irrevocable by the Company (unless waived by such Applicable Redemption Holder) until such redemption shall have been effected pursuant to Section 4.14(b). (b) Notwithstanding anything in Section 4.14(a) to the contrary, at such time as either (x) the Additional Redemption Holder shall have sold sufficient shares of Common Stock, Warrants, Public Warrants or other securities of the Company convertible or exercisable for Common Stock (“Convertible Securities”) (“Additional Redeemed Securities”) held by such Additional Redemption Holder, or (y) except to the extent Section 16 of the Exchange Act, and the rules and regulations promulgated thereunder and/or the provisions of the HSR Act and/or any other Law concerning competition matters would arise in the same or a similar manner as set forth in Sections 7(c) and 7(d) of the Restated Certificate of Designations of the Series B Preferred (the “Series B CoD”), as the case benefit of which 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 waived by the Commission and (yaffected Additional Redeemed Holder) to deliver written notice to the Investors as promptly as practicable (andCompany shall redeem, or a third party purchaser made available by the Company shall purchase, sufficient Additional Redeemed Securities held by such Additional Redemption Holder, in any eventeach case, within 24 hours) of the Shareholder Approval such that such Additional 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) Holder would not recognize dividend income with respect to the Shareholder Approval Redemption redemption of such holder’s Series A Preferred Shares for purposes or Additional Redeemed Securities (if any), then, the redemption of the Series A CoD Preferred Shares held as of the date of the Redemption Notice with respect to such Additional Redemption Holder shall be consummated promptly thereafter. The Company shall redeem no more than the minimum number of Additional Redeemed Securities from an Additional Redemption Holder that is necessary to ensure that the Applicable Redeemed Holder would not (as reasonably determined by the Additional Redemption Holder) recognize dividend income with respect to the redemption of such holder’s Series A Preferred Shares and Additional Redeemed Securities (if any); provided, however, that the Company shall redeem or any Company provided third party purchaser shall purchase Additional Redeemed Securities on the same terms and conditions and at the same price (with respect to each type of Additional Redeemed Securities determined to be sold by each applicable Additional Redemption Holder) from each Additional Redemption Holder. (c) The Corporation shall purchase the Additional Redeemed Securities in the following order of priority based upon the type of Additional Redeemed Securities held by the applicable Additional Redemption Holder: (i) first, shares of Common Stock held by each Applicable Additional Redemption Holder, if any; (ii) second, if an Additional Redemption Holder has not (as reasonably determined by the Additional Redemption Holder) had sufficient Additional Redeemed Securities redeemed (pursuant to clause (c)(i) above) so as to avoid the recognition of dividend income on the redemption of such holder’s Series B CoDA Preferred Shares, then repurchase of the warrants issued pursuant to the Public Warrant Agreement held by each applicable Additional Redemption Holder, if any; and (iii) thereafter, if an Additional Redemption Holder has not (as reasonably determined by the case may beAdditional Redemption Holder) had sufficient Additional Redeemed Securities redeemed (pursuant to clauses (c)(i) and (c)(ii) above) so as to avoid the recognition of dividend income on the redemption of such holder’s Series A Preferred Shares, which notice then repurchase of the Warrants held by each applicable Additional Redemption Holder, if any. (d) Shares of Common Stock held by an applicable Additional Redemption Holder to be redeemed pursuant to Section 4.14(a), shall be redeemed or purchased at a price per share equal to the Fair Market Value (as hereinafter defined) thereof as of the date of consummation of the redemption. Public Warrants held by an applicable Additional Redemption Holder to be redeemed pursuant to Section 4.14(a), shall be redeemed or purchased at a price per such Public Warrant equal to the Fair Market Value (as hereinafter defined) thereof as of the date of consummation of the redemption. Warrants issued hereunder and held by an applicable Additional Redemption Holder to be redeemed pursuant to Section 4.14(a), shall be redeemed or purchased at a price per such Warrant equal to the Fair Market Value (as hereinafter defined) thereof as of the date of consummation of the redemption. (e) For purposes of this Section 4.14, the “Fair Market Value” as of a particular date shall be determined as follows: (i) if shares of Common Stock, Public Warrants, Warrants or other Convertible Securities are traded on a securities exchange including the New York Stock Exchange, American Stock Exchange and NASDAQ Stock Exchange) or through the NASDAQ Global Market or Capital Market or other over-the-counter market, the Fair Market Value shall be deemed to be received by the Investors within the time period provided by Section 6(c) average of the Series A CoD and Section 6(cclosing sales prices of such shares, warrants or other Convertible Securities on such exchange over the thirty (30) day period ending three (3) days prior to the date of determination of the Series B CoD and Fair Market Value; or (ii) each if no public market exists for the shares of Common Stock, Public Warrants, Warrants, or other Convertible Securities, the Fair Market Value shall (subject to the applicable Additional Redemption Holders’ right to dispute such valuation as described below) be determined in good faith by the Board of Directors of the Investors Company; provided, however, that the calculation of the Fair Market Value of a Warrant issued hereunder for purposes of this provision only shall be made using the Black-Scholes Option Pricing Model which shall assume for purposes of such calculation that the volatility underlying the Common Stock price be an amount that is hereby notified by Office Depot that: the greater of (Ax) the redemption date average volatility for the Shareholder Approval Redemption Shares shall be trailing 250 Trading Days from the date that the Shareholder Approval Redemption Conditions are satisfied (regardless of when the Investors deliver the certificates for the Shareholder Approval Redemption Shares)determination, (By) 50%, or (z) 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) implied volatility of the Series A CoD Public Warrants (if Public Warrants are outstanding and Section 6(a)(1) of the Series B CoD, as the case may be, determined listed for trading as of the date of determination) as calculated by The Bloomberg Professional data services. If the applicable Additional Redemption Holders holding a majority of Series A Preferred Shares which have not waived their rights under this Section 4.14 disagree with the Board of Directors’ determination of the Fair Market Value, such holders may submit a notice of disagreement to the Company. During the three (3) Business Days immediately following the Company’s receipt of such notice, such holders and the Company shall negotiate in good faith to determine a mutually agreeable resolution. If the parties remain unable to reach agreement after such period, they shall engage one of the “Big 4” accounting firms reasonably acceptable to each such party to resolve such dispute (the “Valuation Firm”). Each of such holders and the Company shall provide (at each’s own expense) the Valuation Firm with copies of any documents, analyses or other information within its possession or control that the Shareholder Approval Redemption Conditions are satisfied, and (D) Valuation Firm reasonably requests in order to resolve such dispute. The Valuation Firm shall determine the redemption of the Shareholder Approval Redemption Shares shall occur Fair Market Value as promptly soon as practicable following after its engagement to resolve the date dispute using customary valuation techniques for other companies or businesses in the same or similar industries as the Company (and shall not apply any discount due to the fact that the Shareholder Approval Redemption Conditions are satisfied. The Investors hereby agree to deliver and surrender Common Stock, Public Warrants or other securities may constitute “restricted securities”, may be illiquid or represent a minority interest in the certificates representing Company but shall utilize 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 Black-Scholes Option Pricing Model 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. (b) Each of the Investors and Office Depot hereby agrees that, effective as of immediately prior to the Closing and following (i) the satisfaction or waiver of all conditions to the Closing under the Merger Agreement other than the condition volatility assumption set forth in Section 7.2(g) of the Merger Agreement and (ii) receipt of Office Depot Lender Consent proviso to make the Closing Redemption (as defined below) (collectively, the “Closing Redemption Conditions”), all of the Preferred Shares then held by the Investors (the “Closing Redemption Shares”) shall be redeemed for cash pursuant to Section 6(a)(1) of the Series A CoD and Section 6(a)(1) of the Series B CoD, as the case may be (the “Closing Redemption”). Subject to the final sentence of this Section 1(b), each of Office Depot and the Investors agrees that (i) this Section 1(b) 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 Closing Redemption Shares then held by the Investors 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 Closing Redemption Shares shall be the date of the Closing (regardless of when the Investors deliver the certificates for the Closing Redemption Shares to Office Depot), (B) the number of Preferred Shares to be redeemed shall be as set forth in the first sentence of this Section 1(b4.14(e), (C) the redemption price per Closing Redemption Share ). The Valuation’s Firm’s determination shall be as set forth binding, and not subject to challenge or collateral attack for any reason other than manifest error. The Company shall pay all fees, costs and expenses of the Valuation Firm in Section 6(a)(1) connection with its engagement to resolve such dispute (the “Valuation Cost”); provided, however, that if the Valuation Firm’s determination of the Fair Market Value is in excess of 50% lower than said holders’ proposed Fair Market Value, then the fees and expenses of the Valuation Firm shall be shared (with respect to the holders of the Series A CoD and Section 6(a)(1Preferred Shares involved in the dispute, pro rata in accordance with their respective ownership percentages) of in the Series B CoD, as same proportion that the case may be, determined as of the date of the Closing, and (D) the redemption of the Closing Redemption Shares shall occur immediately prior to the Closing (and following the satisfaction of the Closing Redemption Conditions) at the offices designated for the Closing pursuant to Section 1.2 of the Merger Agreement. The Investors hereby agree to deliver and surrender the certificates representing the Closing Redemption Shares to Office Depot no later than 9:00 a.m., New York timeCompany’s position, on the date of the Closing (provided that failure to deliver such certificates shall not affect the validity of the redemption pursuant to this Agreement one hand, and the Series A CoD or Series B CoDholders’ position, as the case may be) against payment therefor as provided in the next sentence. As promptly as practicable on the date other hand, initially presented to the Valuation Firm (based on the aggregate of all differences taken as a whole) bear to the Closing following the satisfaction of the Closing Redemption Conditions and such surrender, Office Depot shall deliver in cash by wire transfer in immediately available funds to each of the Investors the redemption price for the Closing Redemption Shares held by such Investor redeemed in accordance with this Section 1(b) to an account or accounts designated final resolution as determined by the Investors in writing to Office Depot at least two business days prior to the Closing. Valuation Firm. (f) Notwithstanding anything contained herein or in the Series A CoD or Series B CoD to the contrary, any Additional Redemption Holder shall be entitled to waive the parties agree that (i) in the event that any of the Closing Redemption Conditions are not satisfied at the Closing (including because the Merger Agreement is terminated in accordance with its terms), 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 right to have been delivered any Additional Redeemed Securities redeemed by the Company or purchased by any Company provided third party pursuant to this Section 6(c) of the Series A CoD and Section 6(c) of the Series B CoD) unless and until the Closing Redemption Conditions are satisfied at or prior to the Closing4.14.

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 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. (b) Each of the Investors and Office Depot hereby agrees that, effective as of immediately prior to the Closing and following (i) the satisfaction or waiver of all conditions to the Closing under the Merger Agreement other than the condition set forth in Section 7.2(g) of the Merger Agreement and (ii) receipt of Office Depot Lender Consent to make the Closing Redemption (as defined below) (collectively, the “Closing Redemption Conditions”), all of the Preferred Shares then held by the Investors (the “Closing Redemption Shares”) shall be redeemed for cash pursuant to Section 6(a)(1) of the Series A CoD and Section 6(a)(1) of the Series B CoD, as the case may be (the “Closing Redemption”). Subject to the final sentence of this Section 1(b), each of Office Depot and the Investors agrees that (i) this Section 1(b) 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) share paid with respect to the Closing Redemption Preferred Shares then held 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 Investors for purposes Trust in respect of the Series A CoD and Series B CoD, as the case may be, dividends 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) on the redemption date for have accumulated on the Closing Redemption Shares shall be the date of the Closing (regardless of when the Investors deliver the certificates for the Closing Redemption Shares to Office Depot), (B) the number of Preferred Shares to be so redeemed and have not theretofore been paid. The foregoing shall be as set forth in further subject to the first sentence terms and conditions of the Articles Supplementary. If fewer than all of the Depositary Shares evidenced by this Depositary Receipt are called for redemption, the Depositary will deliver to the holder of this Section 1(b)Depositary Receipt upon its surrender to the Depositary, (C) together with the redemption price per Closing Redemption Share shall be as set forth in Section 6(a)(1) of payment, a new Depositary Receipt evidencing the Series A CoD and Section 6(a)(1) of the Series B CoD, as the case may be, determined as of the date of the Closing, and (D) the redemption of the Closing Redemption Depositary Shares shall occur immediately prior to the Closing (and following the satisfaction of the Closing Redemption Conditions) at the offices designated for the Closing pursuant to Section 1.2 of the Merger Agreement. The Investors hereby agree to deliver and surrender the certificates representing the Closing Redemption Shares to Office Depot no later than 9:00 a.m., New York time, on the date of the Closing (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 on the date of the Closing following the satisfaction of the Closing Redemption Conditions and such surrender, Office Depot shall deliver in cash by wire transfer in immediately available funds to each of the Investors the redemption price for the Closing Redemption Shares held evidenced by such Investor redeemed in accordance with this Section 1(b) to an account or accounts designated by the Investors in writing to Office Depot at least two business days prior to the Closing. Notwithstanding anything contained herein or in the Series A CoD or Series B CoD to the contrary, the parties agree Depositary Receipt that (i) in the event that any of the Closing Redemption Conditions are not satisfied at the Closing (including because the Merger Agreement is terminated in accordance with its terms), 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 Closing Redemption Conditions are satisfied at or prior to the Closingcalled for redemption.