EX-4.9



 Exhibit 4.9 
  

			
	NUMBER	  	SHARES
		
	PREFERRED STOCK	  	PREFERRED STOCK

 [DIAMOND FOODS, INC. LOGO] 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 

THIS CERTIFICATE IS TRANSFERABLE IN BOSTON, MA AND NEW YORK, NY 
  

			
		    	CUSIP
		
	THIS CERTIFIES THAT	    	SEE REVERSE FOR
		    	CERTAIN DEFINITIONS
	IS THE RECORD HOLDER OF	    	

 FULLY PAID AND NONASSESSABLE SHARES OF PREFERRED STOCK, PAR VALUE, $.001 PER SHARE OF 

DIAMOND FOODS, INC. 
 transferable on the books
of the Corporation by the holder hereof in person or by a 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 signatures of its duly authorized officers. 

Dated 
  

					
		  	[corporate seal]	  	
		  		  	
	SECRETARY	  		  	PRESIDENT AND CHIEF EXECUTIVE OFFICER

  

					
	COUNTERSIGNED AND REGISTERED:
		 	Computershare Limited
		 		 	TRANSFER AGENT AND REGISTRAR
			
	BY	 		 	
			
		 		 	AUTHORIZED SIGNATURE








 DIAMOND FOODS, INC. 

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 and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation’s Secretary at the
principal office of the Corporation. 
 The following abbreviations, when used in the inscription on the face of this certificate, shall be
construed as through 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 survivorship and not as tenants in common	  		  		  	 under Uniform Gifts to Minors

		  		  	  		  		  	  
 Act
 
	 	  

                          
                                   

		  		  	  		  		  	 	 (State)

		  		  		  	UNIF TRF MIN
ACT	  	—	  		 	                     Custodian (until age
                         )
		  		  		  		  		  		 	 (Cust)
	 	
							
		  		  		  		  		  		 	                                   
   under Uniform Transfers
		  		  		  		  		  		 	 (Minor)

		  		  		  		  		  		 	to Minors and
                                        
                  
		  		  		  		  		  		 	 (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 preferred 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	 	  
	 	  


  

							
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		 	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 
  

					
	By	  	  
	  	
	THE SIGNATURE(S) MUST BE GUARATNEED 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.