Quanta Capital Holdings Ltd. 10.25% Series A Preferred Shares Certificate

Summary

This certificate represents ownership of 10.25% Series A Preferred Shares in Quanta Capital Holdings Ltd., a company incorporated in Bermuda. The shares are fully paid and can be transferred by the holder or an authorized agent, subject to the company's governing documents. Voting rights for shareholders are limited to a maximum of 9.5% of the company's total voting power, and the board may adjust votes to enforce this cap. The certificate must be properly endorsed and registered by the transfer agent to be valid.

EX-4.2 7 file005.htm CERTIFICATE

  EXHIBIT 4.2 10.25% SERIES A PREFERRED SHARES 10.25% SERIES A PREFERRED SHARES QNTAP [QUANTA LOGO] QUANTA CAPITAL HOLDINGS LTD. INCORPORATED IN BERMUDA UNDER THE COMPANIES ACT, 1981 CUSIP G7313F 11 4 THIS IS TO CERTIFY THAT is the registered holder of FULLY PAID 10.25% SERIES A PREFERRED 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, Bye-Laws and Certificate of Designation 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 INTERIM CHIEF EXECUTIVE OFFICER AND REGISTRAR BY AUTHORIZED SIGNATORY CHIEF FINANCIAL OFFICER  THE VOTING RIGHTS EXERCISABLE BY SHAREHOLDERS, DIRECTLY OR INDIRECTLY OR THROUGH ATTRIBUTION, MAY BE LIMITED TO NOT MORE THAN 9.5% OF THE VOTING POWER CONFERRED BY OUR SHARES, PURSUANT TO A FORMULA CONTAINED IN THE COMPANY'S BYE-LAWS AND CERTIFICATE OF DESIGNATION. THE BOARD OF DIRECTORS OF THE COMPANY, BY VIRTUE OF POWERS CONFERRED BY THE BYE-LAWS AND CERTIFICATE OF DESIGNATION, ALSO HAS THE DISCRETION TO MAKE SUCH ADJUSTMENTS TO THE AGGREGATE NUMBER OF VOTES ATTACHING TO THE 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 _________ (Cust) (Minor) TEN ENT -- as tenants by the entireties under Uniform Gifts to Minors JT TEN -- as joint tenants with right of Act _____________________________________ survivorship and not as tenants (State) in common 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 _____________________ -------------------------------------------------- THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY NOTICE: 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.