EX-4.9



 Exhibit 4.9 

SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS 
  

			
	 NUMBER
	 	SHARES
	 DU-____
	 	_______

 CUSIP 265338 70 7 

DUNE ENERGY, INC. 

Incorporated Under the Laws of the State of Delaware 

THIS CERTIFIES THAT-
                             - is the owner of
                            
(            ) fully paid and non-assessable shares of Common Stock of Dune Energy, Inc. 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 and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation of the Corporation and any
amendments thereto, to all of which the holder, by acceptance hereof, assents. 
 This certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar. 
 WITNESS, the facsimile seal of the Corporation and the facsimile signature of its duly
authorized officers. 
 Dated:              day of
             20    . 
  

			
	



	 	




	Chief Financial Officer and Assistant Secretary	 	President and Chief Executive Officer








 Dune Energy, Inc. 

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RIGHTS OF EACH CLASS
OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. 
 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 rights of survivorship and not as tenants in common	 		 		 	 under Uniform Gifts 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
                                    
	 		 	
			
		 	X	 	  

			
		 	NOTICE:	 	THE SIGNATURE(S) TO THIS 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 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.