Form of Common Stock Certificate of the Registrant



 EXHIBIT 4.2 
 COMMON STOCK 
 PAR VALUE $0.001 
 COMMON STOCK 
 THIS CERTIFICATE IS TRANSFERABLE IN 
 CANTON, MA AND JERSEY CITY, NJ 
 SEE REVERSE FOR CERTAIN DEFINITIONS 
 Certificate 
 Number 
 Shares 
 INSYS THERAPEUTICS, INC. 
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
 CUSIP 45822Q 10 3 
 THIS CERTIFIES THAT 
 is the owner of 
 FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF 
 Insys Therapeutics, 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, as amended, and the By-Laws, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance
hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 
 Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. 
 DATED <<Month Day, Year>> 
 COUNTERSIGNED AND REGISTERED: 
 COMPUTERSHARE TRUST COMPANY, N.A. 
 TRANSFER AGENT AND REGISTRAR, 
 President and Chief Executive Officer 
 Secretary 
 By

 AUTHORIZED SIGNATURE 
  

	
	 











 

 
  
 INSYS THERAPEUTICS,
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 CERTIFICATE 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. 
 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 UNIF TRF MIN ACT . . . . . . . . . . . . . . .Custodian (until age. . . ). . . . . .
.. . . . . and not as tenants in common (Cust) (Minor) under Uniform Transfers to Minors Act. . . . . . . . . . 
 (State)

 Additional abbreviations may also be used though not in the above list. 
 PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 
 For value received, hereby sell, assign and transfer unto 
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) 
 Shares of the common 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: Signature: 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.

 Signature(s) Guaranteed: Medallion Guarantee Stamp 
 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.