COMMON STOCK COMMON STOCK PAR VALUE $.00001 THIS CERTIFICATE IS TRANSFERRABLE IN NEW YORK, NY OR CHICAGO, IL [LOGO] W&T OFFSHORE INCORPORATED Certificate W&T OFFSHORE, INC. Shares Number INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS **600620****** ZQ 000215 ***600620***** ****600620**** *****600620*** ******600620** THIS CERTIFIES THAT ** Mr. Alexander David Sample **** MR. SAMPLE & MRS. SAMPLE & MR. SAMPLE & MRS. SAMPLE -------------------------------------- CUSIP XXXXXX XX X -------------------------------------- SEE REVERSE FOR CERTAIN DEFINITIONS is the owner of **600620** Shares * * * SIX HUNDRED THOUSAND SIX HUNDRED AND TWENTY* * * FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF W&T Offshore, Inc. (hereinafter called the "Company"), transferable on the books of the Company 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 Articles of Incorporation, as amended, and the Amended and Restated By-Laws, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. 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. /s/ [ILLEGIBLE] President DATED (Month, Day, Year) COUNTERSIGNED AND REGISTERED: [SEAL] W&T OFFSHORE, INC. COMPUTERSHARE INVESTOR SERVICES, LLC. TEXAS (CHICAGO) TRANSFER AGENT AND REGISTRAR, /s/ [ILLEGIBLE] By __________________________________ Secretary AUTHORIZED SIGNATURE SECURITY INSTRUCTIONS ON REVERSE 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 Act . . . . . . . . . . . . (State) JT TEN - as joint tenants with right of survivorship UNIF TRF MIN ACT . . . . . . . . . . .Custodian (until age. . . ). . . . and not as tenants in common (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, INCLUDING POSTAL ZIP CODE, 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: ___________________________20_________ Signature:__________________________________________________________ Signature(s) Guaranteed: Signature:__________________________________________________________ Notice: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND BY:_____________________________________________________ WITH THE NAME AS WRITTEN UPON THE FACE OF THE THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER. Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. SECURITY INSTRUCTIONS THIS IS WATERMARKED PAPER, DO NOT ACCEPT WITHOUT NOTING [GRAPHIC] WATERMARK. HOLD TO LIGHT TO VERIFY WATERMARK.