Exhibit 4.2


 


	NUMBER
    _____ 	 ______________
    SHARES
	 	 
	SEE
    REVERSE FOR CERTAIN DEFINITIONS	 
	CUSIP
    457867 109
	 	 	 	 


 INSURANCE
ACQUISITION CORP.


A
DELAWARE CORPORATION


CLASS
A COMMON STOCK


	 	 	 
	This
    Certifies that	 	 
	 	 	 
	is
    the owner of	 	 


 


FULLY
PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE EACH, OF


 


INSURANCE
ACQUISITION CORP. 


(THE
“CORPORATION”)


 


transferable
on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


The
Corporation must redeem all of its shares of Class A common stock and liquidate if it is unable to complete an initial business
combination within 18 months from the date of the completion of the Corporation’s initial public offering (excluding any
overallotment exercise), as more fully described in the Corporation’s final prospectus relating to the initial public
offering of its Class A common stock as a part of the units being offered by it dated [             ], 2019.


 


This
certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Corporation.


 


Witness
the facsimile signatures of its duly authorized officers.


 


	 	 	 

         
	 	 
	President	 	Delaware	 	Secretary


 


Transfer
Agent:


	 	 	 
	 	 	 
	Name:

    Title:	 	 


 






     


     


    

 


INSURANCE
ACQUISITION CORP. 


 


The
Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of shares or series thereof of the Corporation and the qualifications,
limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented hereby are issued
and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions
of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Corporation),
to all of which the holder(s) of this certificate by acceptance hereof assent(s).


 


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)


 


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


 


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


 


	 
	(PLEASE
    INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
	 
	 
	(PLEASE
    PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
	 
	 

         

	




     


     


    


	

                                                                                 

	 ______________________
    Shares of the capital stock represented by the within Certificate, and do(es) hereby irrevocably constitute(s) and appoint(s)
    __________________________ attorney to transfer the said shares on the books of the within named Corporation with full power
    of substitution in the premises
	 
	Dated:
	 
	NOTICE:
    THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
    PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
	 

        Signature(s)
        Guaranteed By:

        



 


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).


 


As
more fully described in the Corporation’s final prospectus dated [     ], 2019, the holder(s) of this certificate shall be
entitled to receive a pro-rata portion of funds from the trust account referred to therein only in the event that (a) the Corporation
redeems the shares of Class A Common Stock sold in its initial public offering because it does not acquire, engage in a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Corporation
and one or more businesses (a “Business Combination”) within 18 months from the date of the completion
of the Corporation’s initial public offering (excluding any overallotment exercise), or (b) the holder(s) seek(s) to redeem
for cash his, her or its respective shares of Class A Common Stock sold in the Corporation’s initial public offering (“Public
Shares”) in connection with (i) a tender offer (or proxy, solely in the event the Corporation is required to seek
stockholder approval of the proposed Business Combination) setting forth the details of a proposed Business Combination or (ii)
the Corporation seeking stockholder approval of an amendment to its Certificate of Incorporation to modify the timing or substance
of its obligation to repurchase 100% of Public Shares if the Corporation does not complete an initial Business Combination within
the 18 month timeframe.  In no other circumstances shall the holder(s) have any right or interest of any kind in or
to the trust account.