exv4w3



 





Exhibit 4.3



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 REQUIREMENTS OF THE SECURITIES ACT. SEE REVERSE SIDE.











12% MANDATORILY CONVERTIBLE

PREFERRED STOCK







QUINTANA MARITIME LIMITED




INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF THE MARSHALL ISLANDS




THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ OR NEW YORK, NY









CUSIP Y7169G 12 5



SEE REVERSE FOR CERTAIN DEFINITIONS










THIS CERTIFIES that




SPECIMEN



is the owner of



FULLY PAID AND NON-ASSESSABLE SHARES OF THE 12% MANDATORILY CONVERTIBLE PREFERRED STOCK, PAR VALUE $.01 PER SHARE, OF




Quintana Maritime Limited



(hereinafter called the “Corporation”) transferable on the books of the
Corporation by the holder hereof, 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.




     The Corporation will furnish without charge to each shareholder who so requests a full statement of
the designations, preferences, limitations and relative rights of each class of stock or series
thereof of the Corporation and the variations in the relative rights and preferences between the
shares of any series of preferred stock, so far as the same have been fixed and determined, and the
authority of the board of directors to fix and determine the relative rights and preferences of any
series of preferred stock. Such requests may be made to the Corporation or to the transfer agent.



     This Certificate and the shares represented hereby are issued and shall be subject to all of the
provisions of the Restated and Amended Articles of Incorporation of the Corporation and Statement
of Designations providing for the issue of shares of the 12% Mandatorily Convertible Preferred
Stock (copies of which are on file with the office of the Secretary of the Corporation) to all of
which the holder by acceptance hereof assents. The 12% Mandatorily Convertible Preferred Stock
represented by this certificate is non-voting.



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



Dated:







CHIEF EXECUTIVE OFFICER















(SEAL)








CHIEF FINANCIAL OFFICER









	 
	COUNTERSIGNED AND REGISTERED

	COMPUTERSHARE TRUST COMPANY, N.A.

	TRANSFER AGENT AND REGISTRAR

	By 

	 AUTHORIZED SIGNATURE

	AMERICAN BANK NOTE COMPANY


















 









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)

	 

	 


	 

	 


	 

	 


	 

	                                                               
                                                                                    
                      Shares

	of the Preferred Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint.

	 

	            
                                                                           
            
             
                                                Attorney

	to transfer the said Shares 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 (C) 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.