Exhibit 4.3


 


PROOF


 


(SEE REVERSE SIDE FOR ADDITIONAL PROVISIONS)

THIS WARRANT WILL BE VOID IF NOT EXERCISED
PRIOR TO

5:00 P.M. NEW YORK CITY TIME, JUNE 18, 2011


 


COMMON STOCK SUBSCRIPTION WARRANT


 


	
  

  	
  

  	
  

  
	
   

  	
   

  	
   

  
	
  INCORPORATED UNDER THE LAWS OF

  THE STATE OF DELAWARE

  	
  BOISE INC.

  	
   

  	
  CUSIP
  09746Y 11 3

  	
   

  
	
   

  	
   

  	
   

  



 


	
  THIS CERTIFIES
  THAT, for value received

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  



 


	
  is the registered
  holder of a warrant or warrants (each a “Warrant”) to purchase one fully paid
  and non-assessable share of Common Stock, par value $.0001 per share
  (“Shares”), of Boise Inc., a Delaware corporation (the “Company”), for each
  Warrant evidenced by this Warrant Certificate. Each Warrant entitles the
  holder thereof to purchase from the Company, commencing on the later of (i)
  the Company’s consummation of a merger, capital stock exchange, asset
  acquisition or other similar business combination and (ii) June 19, 2008 and
  terminating at 5:00 p.m. New York City time on the earlier to occur of (i)
  June 18, 2011 or (ii) the date fixed for redemption of such Warrant as
  described in the following paragraph, such number of Shares of the Company at
  the price of $7.50 per share, upon surrender of this Warrant Certificate and
  payment of the Warrant Price at the office or agency of the Warrant Agent,
  Continental Stock Transfer & Trust Company, but only subject to the
  conditions set forth herein and in the Warrant Agreement between the Company
  and Continental Stock Transfer & Trust Company dated as of June 19, 2007
  (the “Warrant Agreement”). The Warrant Agreement is hereby incorporated
  herein by reference and made a part hereof. The Company shall not be
  obligated to deliver any securities pursuant to the exercise of a Warrant and
  shall have no obligation to settle a Warrant exercise unless a registration
  statement under the Securities Act of 1933, as amended (the “Act”), with
  respect to the Common Stock is effective, subject to the Company satisfying
  its obligations under Section 7.4 of the Warrant 

  	
   

  	
  Agreement to use
  its best efforts. In the event that a registration statement with respect to
  the Common Stock underlying a Warrant is not effective under the Act, the
  holder of such Warrant shall not be entitled to exercise such Warrant and
  such Warrant may have  no value and
  expire worthless. In no event will the Company be required to net cash settle
  any Warrant exercise. The Warrant Agreement provides that upon the occurrence
  of certain events, the Warrant Price and the number of Warrant Shares
  purchasable hereunder, set forth on the face hereof, may, subject to certain
  conditions, be adjusted. The term Warrant Price as used in this Warrant
  Certificate refers to the price per Share at which Shares may be purchased at
  the time the Warrant is exercised.

  The Company reserves the right to redeem the
  Warrant at any time prior to its exercise, with a notice of redemption in
  writing to the holders of record of the Warrant, giving 30 days’ notice of
  such redemption at any time after the Warrant becomes exercisable if the last
  sale price of the Shares has been at least $14.25 per share on each of 20
  trading days within any 30 trading day period ending on the third business
  day prior to the date on which notice of such redemption is given. The
  redemption price of the Warrants is to be $.01 per Warrant. Any Warrant
  either not exercised or tendered back to the Company by the end of the date
  specified in the notice of redemption shall be canceled on the books of the
  Company and have to further value except for the $.01 redemption price.

  



 


	
   

  	
   

  	
   

  
	
  COUNTERSIGNED

  	
   

  	
  BY

  
	
  CONTINENTAL STOCK TRANSFER & TRUST COMPANY

  	
   

  	
   

  
	
  (JERSEY CITY, N.J.)

  	
   

  
	
  AS WARRANT AGENT

  	
  

  	
   

  
	
  BY:

  	
  

  	
  

  
	
  AUTHORIZED SIGNATURE

  	
  SECRETARY

  	
  PRESIDENT

  



 


PROOF


 













 


BOISE INC.


 


ADDITIONAL PROVISIONS


 


No fraction of a Share will be issued upon any exercise of a Warrant. If
the holder of a Warrant would be entitled to receive a fraction of a Share upon
any exercise of a Warrant, the Company shall, upon such exercise, round up or
down to the nearest whole number the number of Shares to be issued to such
holder.


Upon any exercise of any Warrants for less than the total number of full
Shares provided for herein, there shall be issued to the registered holder
hereof or the registered holder’s assignee a new Warrant Certificate covering
the number of Shares for which Warrants have not been exercised.


Warrant Certificates, when surrendered at the office or agency of the
Warrant Agent by the registered holder hereof in person or by attorney duly
authorized in writing, may be exchanged in the manner and subject to the
limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants.


Upon due presentment for registration of transfer of the Warrant
Certificate at the office or agency of the Warrant Agent, a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee in
exchange for this Warrant Certificate, subject to the limitations provided in
the Warrant Agreement, without charge except for any applicable tax or other
governmental charge.


The Company and the Warrant Agent may deem and treat the registered
holder as the absolute owner of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the purpose
of any exercise hereof, of any distribution to the registered holder, and for
all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.


A Warrant does not entitle the registered holder to any of the rights of
a stockholder of the Company.


 


	
  SUBSCRIPTION
  FORM

  



To Be Executed by the Registered Holder in Order to Exercise Warrants


 


	
  The
  undersigned Registered Holder irrevocably elects to
  exercise_____________________ Warrants represented by this Warrant
  Certificate, and to purchase the shares of Common Stock issuable upon the
  exercise of such Warrants. and request that Certificates for such shares
  shall be issued in the name of

  
	
   

  
	
   

  
	
  (PLEASE TYPE OR PRINT NAME
  AND ADDRESS)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (SOCIAL SECURITY OR TAX
  IDENTIFICATION NUMBER)

  
	
   

  
	
  and
  be delivered to

  	
   

  
	
  (PLEASE PRINT OR TYPE NAME
  AND ADDRESS)

  
	
   

  
	
  and, if such number of Warrants shall not be all
  the Warrants evidenced by this Warrant Certificate, that a new Warrant
  Certificate for the balance of such Warrants be registered in the name of,
  and delivered to, the Registered Holder at the address stated below:

  
	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (SIGNATURE)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ADDRESS)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (TAX
  IDENTIFICATION NUMBER)

  
	
   

  
	
   

  
	
   

  
	
  ASSIGNMENT

  
	
  To Be Executed by the
  Registered Holder in Order to Assign Warrants

  
	
   

  
	
  For
  Value Received,  ____________________________________________________________________________________________  hereby sell, assign, and transfer unto

  
	
   

  
	
   

  
	
  (PLEASE TYPE OR PRINT NAME
  AND ADDRESS)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (SOCIAL SECURITY OR TAX
  IDENTIFICATION NUMBER)

  
	
   

  
	
   

  
	
  and
  be delivered to

  	
   

  
	
  (PLEASE PRINT OR TYPE NAME
  AND ADDRESS)

  
	
   

  
	
   

  	
    of the Warrants represented by this Warrant
  Certificate, and hereby irrevocably constitute and

  
	
   

  
	
  appoint  _____________________________________  Attorney to transfer this Warrant
  Certificate on the books of the Company, with full power of substitution in
  the premises.

  
							



 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (SIGNATURE)

  



 


THE SIGNATURE
TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME
WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.