Specimen Common Stock Certificate of HealthSpring, Inc.

Summary

This document is a specimen stock certificate for HealthSpring, Inc., a Delaware corporation. It certifies ownership of fully paid and non-assessable shares of the company's common stock, which can be transferred by the holder or their authorized agent upon proper endorsement and surrender of the certificate. The certificate is subject to the company's charter and must be countersigned by the transfer agent to be valid. It also outlines procedures for transfer, signature guarantees, and replacement in case of loss or destruction.

EX-4.2 3 g97381a5exv4w2.txt EX-4.2 SPECIMEN STOCK CERTIFICATE EXHIBIT 4.2 SHARES HEALTHSPRING, INC. (LOGO) NUMBER CUSIP TO COME HS- SEE REVERSE FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS HEALTHSPRING, INC. THIS CERTIFICATE IS OF THE STATE OF DELAWARE TRANSFERABLE IN NEW YORK, NY THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF HealthSpring, 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. The shares represented by this certificate are issued and held subject to all of the restrictions, conditions and provisions set forth in the charter of the Corporation, to all of which the holder hereof agrees by the acceptance of this certificate. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: /s/ Herbert A. Fritch /s/ J. Gentry Barden President and Chief Executive Officer Secretary Countersigned and Registered: AMERICAN STOCK TRANSFER & TRUST COMPANY (New York, NY) By Transfer Agent and Registrar Authorized Signature HEALTHSPRING, INC. The Corporation will furnish without charge to each stockholder who so requests, a copy of the designations, powers, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Any such requests may be addressed to the Secretary of the Corporation or to the Transfer Agent and Registrar named on the face of this certificate. 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 to Minors survivorship and not as Act ______________________ tenants in common (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, --------------------- 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) 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), PURSUANT TO S.E.C. RULE 17Ad-15. KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED THE COMPANY MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.