Attached files

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S-1/A - S-1/A - Baltic Trading Ltda2195450zs-1a.htm
EX-4.4 - EXHIBIT 4.4 - Baltic Trading Ltda2195741zex-4_4.htm
EX-4.2 - EXHIBIT 4.2 - Baltic Trading Ltda2195741zex-4_2.htm
EX-4.3 - EXHIBIT 4.3 - Baltic Trading Ltda2195741zex-4_3.htm
EX-23.1 - EXHIBIT 23.1 - Baltic Trading Ltda2195685zex-23_1.htm
EX-23.2 - EXHIBIT 23.2 - Baltic Trading Ltda2195741zex-23_2.htm

Exhibit 4.1

 

NUMBER

 

SHARES

 

CUSIP Y0553W 103

 

BALTIC TRADING LIMITED

 

INCORPORATED UNDER THE LAWS OF THE MARSHALL ISLANDS

 

 

THIS IS TO CERTIFY THAT:

 

 

IS THE OWNER OF

 

 

FULLY-PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.01 EACH OF THE COMMON STOCK OF

 

BALTIC TRADING LIMITED

 

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 unless countersigned and registered by the Transfer Agent and Registrar.

Witness the facsimile seal of the Corporation and the facsimile signature of its duly authorized officer.

 

Dated:

 

 

/s/ John C. Wobensmith

 

[SEAL]

PRESIDENT, SECRETARY, AND TREASURER

 

 

 

 

 

COUNTERSIGNED AND REGISTERED:

 

 

MELLON INVESTOR SERVICES LLC

 

 

(New York, N.Y.)

TRANSFER AGENT

 

 

  AND REGISTRAR

 

 

 

 

BY

 

 

 

 

 

 

 

 

AUTHORIZED SIGNATURE

 

 

 



 

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

-

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 Minors Act

 

 

 

 

 

 

 

State

 

 

 

 

 

UNIF TRAN MIN ACT  —

 

Custodian

 

 

(Cust)

 

(Minor)

 

under, Uniform Transfers 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 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

 

 

 

 

 

 

 

 

 

 

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.  The signature of the person executing this power must be guaranteed by an Eligible Guarantor Institution such as a Commercial Bank, Trust Company, Securities Broker/Dealer, Credit Union, or a Savings Association participating in a Medallion program approved by the Securities Transfer Association, Inc.

 

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.

 

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

 

THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDERS RIGHTS AGREEMENT BETWEEN BALTIC TRADING LIMITED AND MELLON INVESTOR SERVICES LLC, AS THE RIGHTS AGENT, DATED AS OF DECEMBER       , 2009 (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF BALTIC TRADING LIMITED.  UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE.  BALTIC TRADING LIMITED WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.  UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.

 

BALTIC TRADING LIMITED WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES OF CAPITAL STOCK OF BALTIC TRADING LIMITED AUTHORIZED TO BE ISSUED.