exv4w2



 







Exhibit 4.2














	 	 	 
	THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM OR NOT SUBJECT TO THE
REGISTRATION REQUIREMENT OF THE SECURITIES ACT. SEE REVERSE SIDE.

	 	 
	 
	 	 
	QUINTANA MARITIME LIMITED

	 	
	 
	 	 
	INCORPORATED
UNDER THE LAWS OF THE REPUBLIC OF THE MARSHALL ISLANDS

	 	CUSIP Y7169G 11 7
	 
	 	 
	THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ OR NEW YORK, NY

	 	SEE REVERSE FOR CERTAIN DEFINITIONS

	 
	 	 
	UNITS
EACH CONSISTING OF ONE SHARE OF
	 	 
	12% MANDATORILY CONVERTIBLE PREFERRED STOCK
	 	 
	AND FOUR CLASS A WARRANTS
	 	 






THIS CERTIFIES that




SPECIMEN




is the owner of




UNITS EACH CONSISTING OF ONE SHARE OF 12% MANDATORILY CONVERTIBLE PREFERRED STOCK,

PAR VALUE $.01 PER SHARE, AND FOUR CLASS A WARRANTS OF




Quintana Maritime Limited



(hereinafter
called the “Corporation”). The shares of preferred stock
and warrants which this
unit certificate (“Unit Certificate”) consists of are annexed hereto and will be transferable
only together with and as a part of this Unit and will not be separately transferable until the
earliest to occur of (1) the effectiveness of the registration statement covering such securities, (2)
180 days from the date of original issuance of the units, and (3) such earlier date as Dahlman Rose &
Company, LLC shall determine (the “Separation Date”). After the Separation Date, such shares of
preferred stock and warrants shall be separately transferable, and this Unit Certificate shall be
cancelled upon the books of the Corporation. This Unit Certificate does not entitle the registered
holder to any rights other than those to which such holder is entitled by reason of holding such
shares of preferred stock and warrants. This Unit Certificate is transferable on the books of the
Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this
Unit Certificate properly endorsed. This Unit 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:



	 	 	 	 	 
	

	 	(SEAL)
	 	
	 
	 	 	 	 
	CHIEF EXECUTIVE OFFICER

	 	 	 	CHIEF FINANCIAL OFFICER






COUNTERSIGNED AND REGISTERED:

          COMPUTERSHARE TRUST COMPANY, N.A.

                    TRANSFER AGENT AND REGISTRAR




	 	 	 
	BY:
	 	 
	 

	 	
	 
	 	 
	 

	 





© SECURITY
– COLUMBIAN UNITED
STATES BANK NOTE CORPORATION















 








ABBREVIATIONS




     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 of	 	 	 	 	 	under Uniform Gifts to Minors
	 

	 	 	 	survivorship and not as tenants
	 	 	 	 	 	Act	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	  


	 

	 	 	 	in common
	 	 	 	 	 	(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)

	 

	 


	 

	 


	 

	 


	Units represented by the within Certificate, and do hereby irrevocably constitute and appoint






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




Dated                     




	 	 	 	 	 
	 

	 	 	 	Signature(s):
	 

	 	X	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	X	 	 
	 

	 	 	 	 
	Signature(s) Guaranteed

	 	NOTICE:
	 	THE SIGNATURE OF 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.






	 	 	 
	By  


	 	 
	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 SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPHS (a)(1), (2), (3) AND (7) OF RULE 501 UNDER THE SECURITIES ACT OR AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) WHO IS AN OFFICER
OR DIRECTOR OF THE CORPORATION AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,
PRIOR TO THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K)
(OR ANY SUCCESSOR PROVISION THEREOF) UNDER THE SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF (OR ANY PREDECESSOR OF THIS SECURITY) AND THE LAST DATE ON WHICH THE CORPORATION
OR ANY AFFILIATE OF THE CORPORATION WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
SECURITY), ONLY (A) TO THE CORPORATION OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, TO AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF SUBPARAGRAPH (a) OF RULE 501 UNDER THE SECURITIES ACT OF THE TYPE REFERRED TO
IN CLAUSE (1) ABOVE THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (D) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES
LAWS OF ANY OTHER JURISDICTION, INCLUDING ANY STATE OF THE UNITED STATES, SUBJECT TO THE
CORPORATION’S OR TRANSFER AGENT’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE OR TRANSFER AGENT, AND SHALL OTHERWISE COMPLY WITH THE REQUIREMENTS OF THE SUBSCRIPTION
AGREEMENT AND REGISTRATION RIGHTS AGREEMENT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.



THIS SECURITY WAS INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSISTS OF
$93.75 AMOUNT OF THE CORPORATION’S 12% MANDATORILY CONVERTIBLE PREFERRED STOCK AND FOUR CLASS A
WARRANTS TO PURCHASE A SHARE OF THE CORPORATION’S COMMON STOCK. PRIOR TO THE EARLIEST TO OCCUR OF
(I) 180 DAYS AFTER THE CLOSING OF THE OFFERING OF THE UNITS, (II) THE DATE ON WHICH A REGISTRATION
STATEMENT WITH RESPECT TO THE SECURITIES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND
(III) SUCH DATE AS DAHLMAN ROSE & COMPANY, LLC IN ITS SOLE DISCRETION SHALL DETERMINE, THE SECURITY
EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR CONVERTED SEPARATELY FROM EACH OTHER, BUT
MAY BE TRANSFERRED OR CONVERTED ONLY AS A UNIT.