U.S. Stem Cell (USRM) S-1/A IPO registration (amended)

EXHIBIT 4.2

COMMON STOCK COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDACUSIP 09062F 20 1SEE REVERSE FOR CERTAIN DEFINITIONSFULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF = BIOHEARTTINC.^transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate 55^ properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

BIOHEART, INC.THE CORPORATIONWILLFURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS. PREFERENCESAND RELATIVEPARTICIPATING, OPTIONAL OROTHERSPECIALRIGHTS OF EACHCLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCESAND/OR RIGHTS.SUCH REQUEST MUST BEMADETOTHECORPORATION’S SECRETARY AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION. The following abbreviations,whenused in the inscription on the face of thiscertificate, shall beconstrued asthough theywerewritten out in fullaccording to applicablelawsor regulations: TEN COM — as tenants in common UNIFGIFTM1NACT-Custodian TEN ENT — as tenants by the entireties(Cust) (Minor) JT TEN — as joint tenants with rightunderUniformGifts to Minors ofsurvivorshipand not as tenants in common Act(State) UNIF TRF MIN ACT- Custodian (urti! age (Cust) under Uniform Transfers (Minor)to Minors Act (State) Additional abbreviations may also be usedthoughnotinthe above list. FOR VALUE RECEIVED, hereby sell, assign and transfer untoPLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS. INCLUDING ZtP CODE, OF ASSIGNEE) Shares of the Common Stock represented by the within Certificate, and do(es) hereby irrevocably constitute and appoint Attorney to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises. DatedA 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: By 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). PURSUANTTOS.E.C. RULE 17Ad-15.