applicable state and other securities laws. The securities
represented by this Certificate are subject to the restrictions on transfer and
other provisions of a Stockholders Agreement dated as of October 29, 2004, (as
amended from time to time, the "Agreement") by and among Boise Land & Timber
Holdings Corp. (the "Company") and certain of its stockholders, and may not be
sold, pledged, hypothecated, encumbered, disposed of or otherwise transferred
except in accordance therewith. A copy of the Agreement is on file at the
principal executive offices of the Company."
ARTICLE VI
RIGHTS ON NEW SECURITY ISSUANCE
6.1
PREEMPTIVE RIGHTS. TIMBER HOLDING CO. HEREBY
GRANTS TO EACH STOCKHOLDER THE IRREVOCABLE AND EXCLUSIVE FIRST OPTION (THE
"FIRST OPTION") TO PURCHASE ALL OR PART OF ITS PRO RATA PORTION OF ANY NEW
SECURITIES WHICH TIMBER HOLDING CO. MAY, FROM TIME TO TIME AFTER THE DATE OF
THIS AGREEMENT, PROPOSE TO ISSUE AND SELL OR OTHERWISE TRANSFER.
6.2
NOTICES WITH RESPECT TO PROPOSED ISSUANCE OF
NEW SECURITIES. IN THE EVENT TIMBER HOLDING CO. PROPOSES TO UNDERTAKE AN
ISSUANCE OR OTHER TRANSFER OF NEW SECURITIES, IT SHALL GIVE EACH STOCKHOLDER
ENTITLED TO A FIRST OPTION PURSUANT TO THIS ARTICLE VI WRITTEN NOTICE (THE
"COMPANY NOTICE") OF ITS INTENTION, DESCRIBING IN DETAIL THE TYPE OF NEW
SECURITIES, THE PRICE AND THE TERMS UPON WHICH TIMBER HOLDING CO. PROPOSES TO
ISSUE OR OTHERWISE TRANSFER SUCH NEW SECURITIES. EACH SUCH STOCKHOLDER SHALL
HAVE 10 BUSINESS DAYS FROM THE DATE OF RECEIPT OF ANY SUCH COMPANY NOTICE TO
AGREE TO PURCHASE, PURSUANT TO THE EXERCISE OF THE FIRST OPTION, UP TO SUCH
STOCKHOLDER'S PRO RATA PORTION OF EACH TYPE AND CLASS AND SERIES OF SUCH NEW
SECURITIES (I.E., THE SAME STRIPS) FOR THE PRICE AND UPON THE TERMS AND
CONDITIONS SPECIFIED IN THE COMPANY NOTICE BY GIVING WRITTEN NOTICE TO TIMBER
HOLDING CO. AND STATING THEREIN THE QUANTITY OF NEW SECURITIES TO BE PURCHASED.
6.3
COMPANY'S RIGHT TO COMPLETE PROPOSED SALE OF
NEW SECURITIES TO THE EXTENT PREEMPTIVE RIGHTS ARE NOT EXERCISED. IN THE EVENT
THE STOCKHOLDERS FAIL TO EXERCISE A PREEMPTIVE RIGHT WITH RESPECT TO ANY NEW
SECURITIES WITHIN THE PERIODS SPECIFIED IN SECTION 6.2, TIMBER HOLDING CO. SHALL
HAVE 90 DAYS THEREAFTER TO SELL OR ENTER INTO AN AGREEMENT (PURSUANT TO WHICH
THE SALE OF SUCH NEW SECURITIES SHALL BE CLOSED, IF AT ALL, WITHIN 45 DAYS FROM
THE DATE OF SAID AGREEMENT) TO SELL THE NEW SECURITIES NOT ELECTED TO BE
PURCHASED BY THE STOCKHOLDERS AT THE PRICE AND UPON TERMS NOT SUBSTANTIALLY MORE
FAVORABLE TO THE PROSPECTIVE PURCHASERS OF SUCH SECURITIES THAN THOSE SPECIFIED
IN COMPANY NOTICE. IN THE EVENT THAT TIMBER HOLDING CO. HAS NOT SOLD THE NEW
SECURITIES OR ENTERED INTO AN AGREEMENT TO SELL THE NEW SECURITIES WITHIN SAID
90-DAY PERIOD. TIMBER HOLDING CO. SHALL NOT THEREAFTER ISSUE OR SELL OR
OTHERWISE TRANSFER SUCH NEW
15
SECURITIES WITHOUT FIRST OFFERING SUCH SECURITIES TO THE STOCKHOLDERS IN THE
MANNER PROVIDED IN THIS ARTICLE VI.
6.4
CLOSING OF PURCHASE. IF A STOCKHOLDER ELECTS