Quanta Capital Holdings Ltd. Common Share Certificate Form

Summary

This document is a form of common share certificate issued by Quanta Capital Holdings Ltd., a company incorporated in Bermuda. It certifies ownership of fully paid common shares, which are transferable on the company's books upon proper endorsement and registration by the transfer agent, The Bank of New York. Each share generally carries one vote, but voting rights may be limited to 9.5% per shareholder as outlined in the company's bye-laws. The certificate is subject to the company's governing documents and must be properly signed and registered to be valid.

EX-4.1 8 file002.htm FORM OF COMMON SHARE CERTIFICATE

  EXHIBIT 4.1 [GRAPHIC OMITTED] COMMON SHARES COMMON SHARES NUMBER SHARES QCHA CUSIP [QUANTA LOGO OMITTED] QUANTA CAPITAL HOLDINGS LTD. INCORPORATED IN BERMUDA UNDER THE COMPANIES ACT, 1981 - -------------------------------------------------------------------------------- THIS IS TO CERTIFY THAT is the registered holder of - -------------------------------------------------------------------------------- FULLY PAID COMMON SHARES OF PAR VALUE US$0.01 EACH OF ========================= QUANTA CAPITAL HOLDINGS LTD. ========================= transferable on the books of the Company by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Memorandum of Association and Bye-Laws of the Company and shall be transferable in accordance therewith. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. Dated COUNTERSIGNED AND REGISTERED: THE BANK OF NEW YORK ------------------------- TRANSFER AGENT CHIEF EXECUTIVE OFFICER AND REGISTRAR BY ------------------------- AUTHORIZED SIGNATORY CHIEF OPERATING OFFICER CERTIFICATE OF STOCK [SEAL OF QUANTA CAPITAL HOLDINGS LTD, BERMUDA 2003]  EACH COMMON SHARE HAS ONE VOTE, EXCEPT THAT THE VOTING RIGHTS EXERCISABLE BY COMMON SHAREHOLDERS, DIRECTLY OR INDIRECTLY OR THROUGH ATTRIBUTION, MAY BE LIMITED TO NOT MORE THAN 9.5% OF THE VOTING POWER CONFERRED BY OUR COMMON SHARES, PURSUANT TO A FORMULA CONTAINED IN THE COMPANY'S BYE-LAWS.THE BOARD OF DIRECTORS OF THE COMPANY, BY VIRTUE OF POWERS CONFERRED BY THE BYE-LAWS, ALSO HAS THE DISCRETION TO MAKE SUCH ADJUSTMENTS TO THE AGGREGATE NUMBER OF VOTES ATTACHING TO THE COMMON SHARES OF ANY SHAREHOLDER THAT IT CONSIDERS FAIR AND REASONABLE IN ALL CIRCUMSTANCES TO ENSURE THAT NO PERSON WILL HOLD MORE THAN 9.5% OF THE COMPANY'S VOTING RIGHTS AT ANY TIME. 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 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 Company with full power of substitution in the premises. Dated ------------------------------ ----------------------------------------- NOTICE: THE SIGNATURE 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: - ------------------------------------------- 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.