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Exhibit 4.2    
    


COMMON STOCK

PAR VALUE $.001  



	Certificate

Number	 	Shares




CROCS, INC.
  INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 



	THIS CERTIFIES THAT	 	CUSIP:                        




        SEE
REVERSE FOR CERTAIN DEFINITIONS 


is
the owner of 


FULLY-PAID
AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF 


Crocs, 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 Certificate of Incorporation and Bylaws
of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which the holder by acceptance hereof accepts. This Certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar. 


Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. 



	

 	
 	

 	
 	

DATED
	

 President	
 	

Crocs, Inc.	
 	

COUNTERSIGNED AND REGISTERED:
 COMPUTERSHARE TRUST COMPANY, INC.

(Denver, CO)

TRANSFER AGENT AND REGISTRAR
	

 Secretary	
 	

 	
 	

By	
 	

 AUTHORIZED SIGNATURE










        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 survivorship and not as tenants in common	 	 	 	 	 	 	under Uniform Gifts to Minors Act

    
 (State)
	

 	

 	
 	

 	
 	

 	
 	

UNIF TRF MIN ACT	

—	
 	

	
 	

Custodian (until age       )	
 	


	 	 	 	 	 	 	 	 	 	 	(Cust)	 	 	 	(Minor)
	 	 	 	 	 	 	 	 	 	 	under Uniform Transfers to Minors Act

    
 (State)





        Additional abbreviations may also be used though not in the above list. 


CROCS, INC.  


        THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND
LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE ARTICLES OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF
THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS
MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM
THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE. 


        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:	 	 	 	 
	

BY:	
 	

	
 	

 	
 	

 	
 	

 	
 	

 
	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 SEC RULE 17Ad-15.	 	Signature:	 	
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













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Exhibit 4.2