exv4w2








Exhibit 4.2

SPECIMEN CERTIFICATE FOR NEW GULFMARK OFFSHORE, INC. CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE




			
	 	 	 
	Certificate No. [                    ]
	 	Shares [                    ]










NEW GULFMARK OFFSHORE, INC.

Incorporated Under the Laws of the State of Delaware








Total Authorized Issue

[                    ] Shares Par Value $0.01 Each

Class A Common Stock







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	THIS IS TO CERTIFY THAT	 	 	[                    ] 	 	 	is	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	the owner of	 	 	[                    ] 	 	fully paid and	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	non-assessable share[s] of Class A Common Stock of the above
Corporation transferable only on the books of the Corporation by
the holder hereof in person or by duly authorized Attorney upon
surrender of this certificate properly endorsed.
	 	 	 	 	 	 	 	 	 	 	 	 	 






WITNESS, the signatures of its duly authorized officers.




DATED: [                    ]










	 	 	 	 	 	 	 
	 

	 	 

     [__________]
	 	 

     [__________]
	 	 
	 

	 	     PRESIDENT
	 	     SECRETARY	 	 










 








 








[REVERSE
OF SPECIMEN CERTIFICATE]



THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY
CLASS AND 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 AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. PURSUANT TO THE TERMS AND PROVISIONS OF ARTICLE IX OF THE CORPORATION’S
CERTIFICATE OF INCORPORATION, AS SUCH MAY BE AMENDED FROM TIME TO TIME, THE CITIZENSHIP STATUS OF
THE HOLDER OF THIS CERTIFICATE IS SUBJECT TO VERIFICATION BY THE BOARD OF DIRECTORS OF THE
CORPORATION, THE AMOUNT OF SHARES OF THE CORPORATION’S CLASS A COMMON STOCK THAT MAY BE OWNED (AS
DEFINED IN THE CORPORATION’S CERTIFICATE OF INCORPORATION) BY ONE OR MORE NON-U.S. CITIZENS (AS
DEFINED IN THE CORPORATION’S CERTIFICATE OF INCORPORATION) IS RESTRICTED, TRANSFERS OF SHARES OF
THE CORPORATION’S CLASS A COMMON STOCK TO NON-U.S. CITIZENS ARE RESTRICTED, AND THE SHARES OF CLASS
A COMMON STOCK REPRESENTED HEREBY OWNED BY NON-U.S. CITIZENS ARE SUBJECT TO MANDATORY SALE OR
REDEMPTION. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A COPY
OF THE CORPORATION’S CERTIFICATE OF INCORPORATION.




APPLICATION TO TRANSFER SHARES








The undersigned (the “Transferor”) hereby applies to transfer to the name of the Transferee (as
defined below) the number of shares of the Corporation’s Class A Common Stock indicated below and
hereby certifies to the Corporation that (please complete (a) or (b) and (c) and/or (d), as
applicable):













	 	 	 	 	 
	o

	 	(a)
	 	the Transferor is a U.S. CITIZEN (as defined in the Corporation’s Certificate of Incorporation).
	 
	 	 	 	 
	o

	 	(b)
	 	the Transferor is a NON-U.S. CITIZENS (as defined in the Corporation’s Certificate of Incorporation).
	 
	 	 	 	 
	o

	 	(c)
	 	the Transferor holds
_________ shares for one or more
Owners (as defined in the Corporation’s Certificate of Incorporation) who are U.S. CITIZENS.
	 
	 	 	 	 
	o

	 	(d)
	 	the Transferor holds
_________ shares for one or more Owners who are NON-U.S. CITIZENS.

















I, as Transferor, certify that, to the best of my knowledge and belief, this Application is correct
and, if applicable, I have authority to sign this Application to on behalf of the entity that is
the Transferor.













	 	 	 	 	 
	 

	 	 
	 	 
	Printed Name (add entity name if applicable)

	 	Title (if applicable)
	 	Signature & Date















The
undersigned (the “Transferee”) hereby applies to receive in  the name of the Transferee the
number of shares of the Corporation’s Class A Common Stock indicated below and hereby certifies to
the Corporation that (please complete (a) or (b) and (c) and/or (d) as applicable):













	 	 	 	 	 
	o

	 	(a)
	 	The Transferee is a U.S. CITIZEN.
	 	 
	o

	 	(b)
	 	The Transferee is a NON-U.S. CITIZEN.
	 	 
	o

	 	(c)
	 	The Transferee will hold
                      shares for one or more Owners who are U.S. CITIZENS.
	 	 
	o

	 	(d)
	 	The Transferee will hold
                      shares for one or more Owners who are NON-U.S. CITIZENS.














I, as
Transferee,  certify that, to the best of my knowledge and belief, this Application is correct and, if
applicable, I have authority to sign this Application to on behalf of the entity that is the
Transferee.







	 	 	 	 	 
	 

	 	 
	 	 
	Printed Name (add entity name if applicable)

	 	Title (if applicable)
	 	Signature & Date






 
 
 
 
 
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 in common
	 	 	 	 	 	Act        
          
     
         
        
       
        
      
        
        
          
         (State)
	 

	 	COM PROP
	 	–
	 	as community property
	 	 	 	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  
            
          
            
           
            
            
          





X 
            
           
             
            
            
          
            
              
   




	 	 	 
	 

	 	NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.






Signature(s) Guaranteed




	 	 	 
	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.