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Exhibit 4.4    
    



	NUMBER	 	SHARES
	        C




GREAT LAKES DREDGE & DOCK HOLDINGS CORP. 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE 


COMMON
STOCK 


SEE
REVERSE FOR

CERTAIN DEFINITIONS 


THIS
CERTIFIES
THAT                                         
                                          
                 CUSIP


IS THE OWNER OF 


FULLY
PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF

$.0001 EACH OF THE COMMON STOCK OF 


GREAT
LAKES DREDGE & DOCK HOLDINGS CORP. 


transferable
on the books of the Corporation 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. Witness the seal of

the Corporation and the facsimile signatures of

its duly authorized officers. 


Dated:




	

 	
 	

 
	
	 	

	CHAIRMAN	 	SECRETARY




GREAT LAKES DREDGE & DOCK HOLDINGS CORP.

CORPORATE

SEAL 2006

DELAWARE 


        The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in fullaccording to applicable laws or
regulations: 



	

 	
 	

 	
 	

 
	 	 	TEN COM - as tenants in common	 	 
	 	 	TEN ENT - as tenants by the entireties	 	 
	 	 	JT TEN - as joint tenants with right of survivorship

and not as tenants in common	 	 





	
 	

 	

 	

 	

 	
 	

 
	 	UNIF GIFT MIN ACT -	  
	Custodian	  
	 	 
	 	 	(Cust)	 	(Minor)	 	 





	 	 	under Uniform Gifts to MinorsAct	  

	 	 	 	(State)





Additional Abbreviations may also be used though not in the above list. 


GREAT
LAKES DREDGE & DOCK HOLDINGS CORP. 


        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 of the Corporation and the qualifications, limitations, or restrictions of suchpreferences and/or rights. This certificate and the shares represented thereby are
issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and 







 



resolutions
of the Board of Directors providing for the issue of shares of Preferred Stock (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this
certificate by acceptance hereof assents. 


        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 will full power of substitution in the premises. 



	

 	

 	

 
	Dated	  
	 
	

 	

 	

  
 NOTICE: The signature to this assignment must correspond with the name as writtenupon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
	

Signature(s) Guaranteed:	

 





	  
	 	 
	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 17Ad-15).





The holder of this certificate shall be entitled to receive funds from the trust fund only in the event of the Company's liquidation or if the holder seeks to convert his
respective shares into cash upon a business combination which he voted against and which is actually completed by the Company. In no other circumstances shall the holder have any right or interest of
any kind in or to the trust fund. 


2







 

THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE SERIES OF PREFERRED STOCK. THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO THE HOLDER OF THIS CERTIFICATE. UPON SUCH
HOLDER'S WRITTEN REQUEST, THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH SERIES OF PREFERRED STOCK OF THE COMPANY AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND OR RIGHTS. 


THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE OWNERSHIP RESTRICTIONS, TRANSFER
RESTRICTIONS AND OTHER TRANSFER PROVISIONS SET FORTH IN THE COMPANY'S CERTIFICATE OF INCORPORATION, AS IN EFFECT FROM TIME TO TIME. A copy of the Certificate of Incorporation will be furnished without
charge by the Company to the holder hereof upon written request. For the definitions of "beneficially owned," "U.S. Citizen," and "Non-U.S. Citizen," see the Certificate of Incorporation. Under the
Certificate of Incorporation, no more than 22.4% of the outstanding shares of each class or series of the Company's stock may be Beneficially Owned by Non-U.S. Citizens, and the Company may not
recognize any purported transfer of shares of such class or series to Non-U.S. Citizens if such percentage would be exceeded, except to the extent necessary to effect the remedies available under the
Certificate of Incorporation, which include vending such transfer, treating such shares as having been transferred into a trust for the benefit of U.S. Citizens, or redeeming such shares. The trust
and redemption remedies apply equally to stockholders that become Non-U.S. Citizens. Subject to the foregoing transfer restrictions, the shares represented by this Certificate will be transferred on
the books of the Company only if the Application to Transfer Shares set forth below has been duly executed by the transferee. 


APPLICATION TO TRANSFER SHARES


The undersigned (the "Applicant") hereby applies to transfer of the name of the Applicant of the number of shares of the
Company's common stock indicated below and hereby certifies to the Company that 


(Please complete (a) or (b) and (c) and/or (d) as applicable):



	o	 	(a)	 	The Applicant is a U.S. CITIZEN	 	o	 	(b)    the Applicant is a NON-U.S. CITIZEN
	o	 	(c)	 	The Applicant will hold            shares for one or more beneficial owners who are U.S. CITIZENS.	 	 	 	 
	o	 	(d)	 	The Applicant will hold            shares for one or more beneficial owners who are NON-U.S. CITIZENS.	 	 	 	 
	I 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 Applicant.





	

	
 	

	
 	


	Printed Name (and 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 Act
	 	 	 	 	survivorship and not as tenants	 	 	 	 	 	  

	 	 	 	 	in common	 	 	 	 	 	(State)
	COM PROP	 	—	 	as community property	 	UNIF TRF MIN ACT	 	—	 	  
	 	Custodian (until age     )
	 	 	 	 	 	 	 	 	 	 	(Cust)	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	  
	 	under Uniform Transfers
	 	 	 	 	 	 	 	 	 	 	(Minor)	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	to Minor's 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 THE 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	 	 




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Exhibit 4.4