Exhibit 4.2


 


PROOF


 


	
  COMMON STOCK

  	
   

  	
   

  	
   

  	
  COMMON STOCK

  
	
  

  	
  

  



  	
  

  
							



 


	
  INCORPORATED
  UNDER THE LAWS

  OF THE STATE OF DELAWARE

  	
  BOISE
  INC.

  	
  SEE REVERSE FOR

  CERTAIN DEFINITIONS

  
	
   

  	
   

  	
   

  	
  CUSIP 09746Y 10 5

  	
   

  



 




	
  THIS CERTIFIES THAT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  is the owner of

  	
   

  	
   

  






 




	
  FULLY
  PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE COMMON
  STOCK OF

  






 




	
   

  	
   

  	
   

  	
  BOISE
  INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	 
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
										






 




	
  transferable on the books of the
  Corporation in person or by duly authorized attorney upon surrender of this
  certificate properly endorsed. 

  This certificate is not valid unless countersigned by the Transfer Agent and
  registered by the Registrar.

  Witness the facsimile seal of the Corporation and the
  facsimile signatures of its duly authorized officers.

  






 




	
  DATED:

   

   

   

   

  	
   

  

  



  

  	
  

  	
   

  



  

  






 


	
   

  	
  COUNTERSIGNED

  
	
   

  	
  CONTINENTAL STOCK TRANSFER & TRUST
  COMPANY

  
	
   

  	
  (JERSEY CITY, N.J.)

  
	
   

  	
  AS WARRANT AGENT

  
	
   

  	
  BY:

  	
   

  
	
   

  	
   

  	
  AUTHORIZED
  SIGNATURE

  
						



 


MIDWEST BANK NOTE CO


 


PROOF


 













 


BOISE INC.


 


The Corporation will furnish
without charge to each stockholder who so requests the powers, designations
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof of the Corporation and the
qualifications, limitations, or restrictions of such preferences and/or rights.
This certificate and the shares represented thereby are issued and shall be
held subject to all the provisions of the Certificate of Incorporation and all
amendments thereto and resolutions of the Board of Directors providing for the
issue of shares of Preferred Stock (copies of which may be obtained from the
secretary of the Corporation), to all of which the holder of this certificate
by acceptance hereof assents.


 


The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN COM – as tenants in common

  	
   

  	
  UNIF GIFT MIN ACT–

  	
   

  	
  Custodian

  	
   

  
	
  TEN ENT  – as tenants by the entireties

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  JT TEN     – as joint tenants with right

  	
   

  	
   

  	
  under Uniform Gifts to Minors

  	
   

  
	
  of survivorship
  and not as

  tenants in common

  	
   

  	
   

  	
  Act

  	
   

  
	
   

  	
   

  	
   

  	
  (State)

  
	
   

  	
   

  	
  UNIF TRF MIN ACT–

  	
   

  	
  Custodian (until
  age

  	
   

  	
   )

  
	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  under Uniform Transfers

  
	
   

  	
   

  	
   

  	
  (Minor)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  to Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (State)

  	
   

  
	
  Additional
  abbreviations may also be used though not in the above list.

  	
   

  
																	



 


	
  For value received,

  	
   

  	
  hereby sell, assign and transfer unto

  



 


	
  PLEASE INSERT SOCIAL
  SECURITY OR OTHER

  	
   

  
	
  IDENTIFYING
  NUMBER OF ASSIGNEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


	
   

  
	
  (PLEASE PRINT OR
  TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  	
  shares

  
	
  of the capital stock represented by the within
  Certificate, and do hereby irrevocably constitute and appoint

  
	
   

  
	
   

  	
  Attorney

  
	
  to transfer the said stock on the books of the
  within named Corporation with full power of substitution in the premises.

  	
   

  
			



 


	
  Dated

  	
   

  	
   

  



 


	
   

  	
   

  
	
   

  	
  Notice:

  	
  The
  signature to this assignment must correspond with the name as written upon
  the face of the certificate in every particular, without alteration or
  enlargement or any change whatever.

  



 


	
  Signature(s) Guaranteed:

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE
  SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
  (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
  MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO
  S.E.C. RULE 17Ad-15).

  	
   

  



 


 


The holder of this certificate shall be entitled to
receive funds from the trust fund only in the event of the Company’s
liquidation upon failure to consummate a business combination or if the holder
seeks to convert his respective shares into cash upon a business combination
which he voted against and which is actually completed by the Company. In no
other circumstances shall the holder have any right or interest of any kind in
or to the trust fund.