Form of Stock Certificate


 Exhibit 4.2 
  



 
  
 EXHIBIT 4.2

 INCORPORATED UNDER THE LAWS 
 OF THE STATE OF TEXAS 

					
	 PREFERRED STOCK
	 	 ATP
	 	 PREFERRED STOCK

	 	 	 ATP OIL & GAS CORPORATION
	 	 

 SEE REVERSE FOR CERTAIN DEFINITIONS 
 THIS CERTIFIES THAT 
 IS THE OWNER OF 
 FULLY PAID AND NON-ASSESSABLE SHARES OF 13 1/2% SERIES A CUMULATIVE PERPETUAL PREFERRED STOCK, PAR VALUE $.001 PER SHARE, OF ATP OIL & GAS 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 until 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: 

					
	 PRESIDENT
	  	 	  	 COUNTERSIGNED AND REGISTERED:

	 	  	 	  	 AMERICAN STOCK TRANSFER & TRUST COMPANY

	 	  	 	  	 TRANSFER AGENT AND REGISTRAR

	 	  	 	  	 BY

			
	 SECRETARY
	  	 	  	 AUTHORIZED SIGNATURE








 ATP 
  
 A full statement of the designations, preferences, limitations and relative rights of the shares of each class of stock of the Corporation authorized to be issued is set
forth in the Restated Articles of Incorporation of the Corporation, as amended, on file in the Office of the Secretary of State of the State of Texas. The Restated Articles of Incorporation of the Corporation; as amended, on file in the Office of
the Secretary of State of the State of Texas, deny the preemptive right of shareholders to acquire unissued or treasury shares of the Corporation. The Corporation will furnish a copy of its Restated Articles of Incorporation, as amended, to the
record holder of this Certificate without charge upon written request to the Secretary of the Corporation at its principal place of business in Houston, Texas. 
  

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED EXCEPT: (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED) PURCHASING SUCH SECURITIES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A “QUALIFIED INSTITUTIONAL BUYER” IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) AT ANY TIME AFTER THE CASH PAYMENT DATE (AS DEFINED IN THE STATEMENT OF RESOLUTIONS ESTABLISHING THE 13 1/2% SERIES A CUMULATIVE PERPETUAL PREFERRED STOCK, WHICH CONSTITUTES A PART OF THE RESTATED ARTICLES OF INCORPORATION
OF THE CORPORATION, AS AMENDED, ON FILE IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF TEXAS) IN AN “OFFSHORE TRANSACTION” COMPLYING WITH RULE 904 OF REGULATIONS UNDER THE SECURITIES ACT (IF AVAILABLE), (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE AND UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE CORPORATION AND ITS COUNSEL), (4) IN A SALE TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION 4(1) OF THE SECURITIES ACT (IF AVAILABLE AND UPON
DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE CORPORATION AND ITS COUNSEL), (5) TO THE CORPORATION, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (B) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE VARIOUS STATES OF THE UNITED STATES AND ALL OTHER JURISDICTIONS. THE HOLDER OF THIS CERTIFICATE AND EACH TRANSFEREE OF THE SECURITIES REPRESENTED HEREBY WILL BE FURTHER REQUIRED TO INFORM EACH SUBSEQUENT TRANSFEREE
OF THE SECURITIES REPRESENTED HEREBY OF THE FOREGOING AND ANY OTHER RESTRICTIONS ON TRANSFER. 
  
 THE SECURITIES REPRESENTED BY THE CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STATEMENT OF RESOLUTIONS ESTABLISHING AND DESIGNATING THE SERIES A PREFERRED STOCK OF THE CORPORATION. THESE SECURITIES MAY NOT BE
TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH STATEMENT OF RESOLUTIONS. 
  
 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 survivorship and not as	 	 	 	Under Uniform Gifts to Minors
	 	  	 	  	tenants in common	 	 	 	Act
                                       
 
	 	  	 	  	 	 	 	 	                    (State)

  
 Additional
abbreviations may also be used though not in the above list. 
  
 ASSIGNMENT 
  
 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 POSTAL ZIP CODE, OF ASSIGNEE 
  
  
 ______________________________________________________________________________________________________________________________ 

 
  
 ______________________________________________________________________________________________________________________________ 
  
  
 ______________________________________________________________________________________________________Shares 
 of the Common 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                      
  

			
	X	 	  


	X	 	  


	NOTICE:	 	THE SIGNATURE(S) TO 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.


  
 Signature(s) Guaranteed

  

			
		
	By	 	_____________________________
	THE SIGNATURE(S) SHOULD 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 17 Ad-15.