Exhibit 4.2


 


	RIGHTS CERTIFICATE #:	NUMBER OF RIGHTS


 


THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH
IN THE COMPANY'S PROSPECTUS DATED APRIL [*], 2016 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES
OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM BROADRIDGE CORPORATE ISSUER SOLUTIONS INC., THE INFORMATION AGENT, BY EMAIL
AT SHAREHOLDER@BROADRIDGE, BY TELEPHONE AT (855) 793-5068 OR BY MAIL AT BROADRIDGE CORPORATE ISSUER SOLUTIONS INC., 51 MERCEDES
WAY, EDGEWOOD, NEW YORK 11717.


 


Second Sight Medical Products, Inc.


Incorporated under the laws of the State
of California


NON - TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE


Evidencing Non - Transferable Subscription
Rights to Purchase Shares of Common Stock


of


Second Sight Medical Products, Inc.


Subscription Price: to be determined as
set forth below


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT
EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK 

TIME, ON  May    , 2016, UNLESS
EXTENDED BY THE COMPANY


 


REGISTERED


OWNER:


 


THIS CERTIFIES THAT the registered
owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights
(“Rights”) set forth above. Each whole Right entitles the holder thereof to invest $0.55 for every share of
Common Stock, no par value, of Second Sight Medical Products, Inc., a California corporation, the holder owns on the record
date, at a subscription price (the “Subscription Price”) of $4.25 per share or 85% of the closing price of our
shares as reported by Nasdaq on May, 2016 (the "Expiration Date"), whichever is less, per whole share (the
“Basic Subscription Right”), pursuant to a rights offering (the “Rights Offering”), on the terms and
subject to the conditions set forth in the Prospectus and the “Instructions for Use of Subscription Rights
Certificate” accompanying this Subscription Rights Certificate. If any shares of Common Stock available for purchase in
the Rights Offering are not purchased by other holders of Rights pursuant to the exercise of their Basic Subscription Right
(the “Over-Subscription Shares”), any Rights holder that exercises its Basic Subscription Right in full may
purchase a number of Excess Shares pursuant to the terms and conditions of the Rights Offering (the “Over-Subscription
Privilege”). The Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and
any other appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for each
share of Common Stock in accordance with the “Instructions for Use of Subscription Rights Certificate” that
accompany this Subscription Rights Certificate.


 


The undersigned acknowledges that the number
of shares that the undersigned may obtain by subscribing for shares in this offering cannot be determined on the date subscription
of rights are exercised hereby, but that the undersigned will obtain the number of shares equal to the result of dividing the accepted
dollar amount of investment by the Subscription Price on the Expiration Date.


 


This Subscription Rights Certificate
is governed by the laws of the State of California and is not valid unless countersigned by the subscription agent and
registered by the registrar.


 


Witness the signatures of the duly authorized
officers of Second Sight Medical Products, Inc.


 


Dated: 


	 	 	 
	 	 	 
	President	 	Secretary


 




    	 	 	 



     


    

 





 



 


DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS
CERTIFICATE


Delivery other than in the manner or to
the address listed below will not constitute valid delivery.


    


	By mail:*	By hand or overnight courier:
	 	 
	Broadridge Corporate Issuer Solutions Inc.

Attn: BCIS Re-Organization Dept. 

P.O. Box 1317

Brentwood, NY 11717-0693

(855) 793-5068 (toll free)	Broadridge Corporate Issuer Solutions Inc.

Attn: BCIS IWS

51 Mercedes Way

Edgewood, NY 11717

(855) 793-5068 (toll free)


 


*If your chosen delivery method is USPS
Priority Mail or USPS Registered Mail, you must utilize the overnight courier address.


 


PLEASE PRINT ALL INFORMATION CLEARLY AND
LEGIBLY.


 


	
        FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS

         

        To invest and purchase shares pursuant to your Basic
        Subscription Right, please complete lines (a) and (c) and sign under Form 3 below. To invest and purchase shares pursuant to your
        Over-Subscription Right, please also complete line (b) and sign under Form 3 below. To the extent your investment exceeds Shares
        that you are entitled under either the Basic Subscription Right or the Over-Subscription Right, you will be deemed to have elected
        to purchase the maximum number of shares for which you are entitled to under the Basic Subscription Right or Over-Subscription
        Right, as applicable.

         

        (a) EXERCISE OF BASIC SUBSCRIPTION RIGHT:

         

        I apply to invest        
        =

          

         

        (b) EXERCISE OF OVER-SUBSCRIPTION RIGHT

         

        If you have exercised your Basic Subscription Right
        in full and wish to purchase additional shares of Common Stock pursuant to your Over-Subscription Right:
	
        FORM 2-DELIVERY TO DIFFERENT ADDRESS

         

        If you wish for the Common Stock underlying your
        subscription rights, or a certificate representing unexercised subscription rights to be delivered to an address different from
        that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 3 and
        have your signature guaranteed under Form 4.

         

         

 



         

         

        FORM 3-SIGNATURE

         

        TO SUBSCRIBE: I acknowledge that I have received
        the Prospectus for the rights offering and I hereby irrevocably invest the amount indicated under Form 1 above on the terms and
        conditions specified in the Prospectus. This Form 3 must be signed by the registered holder(s) exactly as their name(s) appear(s)
        on the certificate(s) or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith.

         

        FORM 4-SIGNATURE GUARANTEE

         

        This form must be completed if you have completed
        any portion of Form 2.

	I apply for	$_________	 	 
	 	(amount

enclosed)	Signature 

Guaranteed:	 
	 	 	(Name of Bank or Firm)
	(c) Total Amount of Payment Enclosed = $________	 	 
	 	 	 
	METHOD OF PAYMENT (CHECK ONE)	By: 	 
	 	 	(Signature of Officer)
	
         ̈       Check
        or bank draft payable to “Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent for Second Sight Medical Products,
        Inc.”

         

         ̈       Wire
        transfer of immediately available funds directly to the account maintained by Broadridge Corporate Issuer Solutions, Inc., as
        Subscription         Agent, for purposes of accepting subscriptions in this Rights Offering to US BANK, for credit to for
        Broadridge Corporate Issuer         Solutions, Inc., Second Sight Medical Products, Inc., ABA No.
        123000848,         Swift Code: USBKUS44IMT further credit to Account Number
        153910728465, with reference to the rights         holder's name.
	
         

         

        IMPORTANT: The signature(s) should be guaranteed by an eligible
        guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature
        guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.



 


FOR INSTRUCTIONS ON THE USE OF SECOND SIGHT MEDICAL PRODUCTS,
INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT BROADRIDGE CORPORATE ISSUER SOLUTIONS INC., THE INFORMATION AGENT, BY EMAIL
AT SHAREHOLDER@BROADRIDGE.COM, BY TELEPHONE AT (855) 793-5068  OR BY MAIL AT BROADRIDGE CORPORATE ISSUER SOLUTIONS INC., 51
MERCEDES WAY, EDGEWOOD, NEW YORK 11717.


 




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