EXHIBIT 4.2 CERTIFICATE OF STOCK COMMON STOCK $.01 PAR VALUE [PICTURE OF CORPORATE HEADQUARTERS] SHARES NUMBER CL INCORPORATED UNDER THE LAWS OF THE CUSIP 228903 10 0 STATE OF FLORIDA SEE REVERSE FOR CERTAIN DEFINITIONS CryoLife, Inc. This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF [CRYOLIFE CryoLife, Inc. transferable only on the books of the Corporation CORPORATE by the holder hereof or person or by duly authorized Attorney SEAL] upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. In Witness Whereof, the said Corporation has caused this certificate to be signed by its duly authorized officers and to be sealed with the Seal of the Corporation, by facsimile. COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY (NEW YORK, NY) [CRYOLIFE LOGO] BY: TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE SECRETARY CHAIRMAN/PRESIDENT CryoLife, Inc. THE ARTICLES OF INCORPORATION OF CRYOLIFE, INC. (THE "COMPANY") AUTHORIZE THE ISSUANCE OF PREFERRED STOCK, WHICH MAY BE DIVIDED AND ISSUED IN SERIES AND THE RELATIVE RIGHTS AND PREFERENCES OF WHICH MAY BE FIXED BY THE BOARD OF DIRECTORS. THE COMPANY WILL FURNISH TO THE HOLDER OF THIS CERTIFICATE, ON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES OF CAPITAL STOCK OF THE COMPANY AND THE VARIATIONS IN RIGHTS, PREFERENCES, AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES OF CAPITAL STOCK OF THE COMPANY AND THE VARIATIONS IN RIGHTS, PREFERENCES, AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). 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 right of under Uniform Gifts survivorship and not as tenants to Minors Act _____ in common (State) Additional abbreviations may also be used though not in the above list. This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement dated as of November 27, 1995 (the "Rights Agreement") as amended, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CryoLife, Inc. 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. CryoLife, Inc. 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, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void. 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 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 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. SIGNATURE(S) GUARANTEED: __________________________________________________ THE SIGNATURE(S) SHOULD 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.