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Exhibit 4.1    
    



	PREFERRED STOCK	 	 	 	PREFERRED STOCK
	

NUMBER	
 	

 	
 	

SHARES
	

 	
 	

 
	
 	

 
	

INCORPORATED UNDER THE

LAWS

OF THE STATE OF FLORIDA	
 	

 	
 	

SEE REVERSE FOR

CERTAIN DEFINITIONS
	

 	
 	

 	
 	

CUSIP 228903 20 9





THIS CERTIFIES THAT [NAME]  


is the record holder of [NUMBER]  


  
 

    FULLY PAID AND NONASSESSABLE SHARES OF 6% CONVERTIBLE
  PREFERRED STOCK, PAR VALUE $0.01 PER SHARE, OF    
    
    CRYOLIFE, INC.    
    



transferable
on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid until
countersigned by the Transfer Agent and Registrar. 


        WITNESS
the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 



	Dated:	 	 	 	 	 	 
	

/s/  SUZANNE K. GABBERT      
 Secretary	
 	

[SEAL]	
 	

/s/  STEVEN G. ANDERSON      
 Chairman and Chief Executive Officer
	

COUNTERSIGNED AND REGISTERED:	
 	

 	
 	

 
	

    AMERICAN STOCK TRANSFER & TRUST COMPANY	
 	

 	
 	

 
	Transfer Agent and Registrar,	 	 	 	 
	

By:	
 	

 	
 	

 	
 	

 
	 	 	
 Authorized Signature	 	 	 	 









CRYOLIFE, INC.  


        THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS, INCLUDING, WITHOUT
LIMITATION, A COPY OF THE ARTICLES OF AMENDMENT RELATED THERETO. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR THE TRANSFER AGENT. 


CONVERSION NOTICE  


To:
                                        




The
undersigned registered owner of the Preferred Stock hereby irrevocably exercises the option to convert the Preferred Stock, or the portion hereof below designated, into shares of Common Stock in
accordance with the terms of the Articles of Incorporation, and directs that the shares issuable and deliverable upon such conversion, together with any shares issuable and deliverable or check in
payment of any Make-Whole Dividend Payment, if any, and any check in payment for fractional shares and any Preferred Stock representing any unconverted amount of shares hereof, be issued
and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of the Preferred Stock not converted are to be issued in the name of a person
other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. 



	Dated:	 	 	 	 
	 	 	
	 	
 Signatures(s)
	

 Signature Guarantee	
 	

 Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion
program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Preferred Stock to be delivered, other than to and in the name of the registered holder.





Fill
in for registration of shares if to be issued, and Preferred Stock if to be delivered, other than to and in the name of the registered holder: 



	 	 	Number of Shares to be

converted (if less than all):
	

 Name	
 	


	

 Street Address	
 	

Social Security or other Taxpayer Identification Number
	

 	
 	


	
 City, State and Zip Code	 	 









ASSIGNMENT  


        For value received,                          hereby sell(s),
 assign(s) and transfer(s) unto                          



	PLEASE INSERT SOCIAL SECURITY OR

TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE	 	 
	

	
 	

 
	

the Preferred Stock, and hereby irrevocably constitutes and
	appoints	 	 	 	 
	 	 	

	


	attorney to transfer the said Preferred Stock on the books of the Company with full power of substitution in the premises.





Unless
the appropriate box below is checked, the undersigned confirms that such Preferred Stock is not being transferred to the Company or an "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate"). 


	o
	The
transferee is an Affiliate of the Company



	o
	The
transferee is the Company 






	Dated:	 	 	 	 
	 	 	
	 	
 Signatures(s)
	

Signature Guarantee:	
 	

 
	

	
 	


	NOTICE: The signature on the conversion notice, or the assignment must correspond with the name as written upon the face of the Preferred Stock in every particular without alteration or enlargement or any change
whatever.	 	Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Preferred Stock to be delivered, other than to and in the name of the registered holder.










        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 and not as tenants in common	 	 	 	 	 	 	 	 
	 	 	 	UNIF TRF MIN ACT —	 	 	 	Custodian (until age         )
	 	 	 	 	 	
	 	 	 	 
	 	 	 	 	 	(Cust)	 	 	 	 
	 	 	 	 	 	 	 	under Uniform Transfers to Minors
	 	 	 	 	 	
 (Minor)	 	 	 	 
	

 	

 	
 	

 	
 	

Act	
 	

 	
 	

 
	 	 	 	 	 	 	 	
 (State)




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











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Exhibit 4.1


FULLY PAID AND NONASSESSABLE SHARES OF 6% CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE, OF CRYOLIFE, INC.