Exhibit 4.2


 


Form of Right Certificate


 


Certificate No. R-______


 


NOT EXERCISABLE AFTER AUGUST 1,
2022 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.001 PER RIGHT AND TO EXCHANGE ON THE
TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR
TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF
WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.


 


RIGHT CERTIFICATE


 


FRANCESCA’S HOLDINGS CORPORATION


 


This certifies that ____________________________
or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the Rights Agreement, dated as of August 1, 2019, as the same may be amended
from time to time (the “Rights Agreement”), between Francesca’s Holdings Corporation, a Delaware corporation
(the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), to purchase
from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.,
New York City time, on August 1, 2022 at the office or agency of the Rights Agent designated for such purpose, or of its successor
as Rights Agent, one five-thousandths of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par
value $0.01 per share (the “Preferred Stock”), of the Company at a purchase price of $18.00 per one five-thousandths
of a share of Preferred Stock (the “Purchase Price”), upon presentation and surrender of this Right Certificate with
the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one
five-thousandths of a share of Preferred Stock which may be purchased upon exercise hereof) set forth above, and the Purchase Price
set forth above, are the number and Purchase Price as of August 15, 2019, based on the Preferred Stock as constituted at such date.
As provided in the Rights Agreement, the Purchase Price, the number of one five-thousandths of a share of Preferred Stock (or other
securities or property) which may be purchased upon the exercise of the Rights and the number of Rights evidenced by this Right
Certificate are subject to modification and adjustment upon the happening of certain events.


 


This Right Certificate
is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby
incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description
of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders
of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the
above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the
Rights Agreement without charge after receipt of a written request therefor.


 




     


     


    

 


This Right Certificate,
with or without other Right Certificates, upon surrender at the office or agency of the Rights Agent designated for such purpose,
may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder
to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates
surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall
be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not
exercised.


 


Subject to the provisions
of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $0.001
per Right or (ii) may be exchanged in whole or in part for shares of the Company’s Common Stock, par value $0.01 per share,
or shares of Preferred Stock.


 


No fractional shares
of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other
than fractions of Preferred Stock which are integral multiples of one five-thousandths of a share of Preferred Stock, which may,
at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as provided
in the Rights Agreement.


 


No holder of this Right
Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock
or of any other securities of the Company which may at any time be issuable on the exercise or exchange hereof, nor shall anything
contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder
of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders
(except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement.


 




     


     


    

 


This Right Certificate
shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.


 


WITNESS the facsimile
signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 20__.


 


	 	FRANCESCA’S HOLDINGS CORPORATION
	 	 	 
	 	By:	 
	 	 	[Title]


 


ATTEST:


 


	 	 
	[Title]	 


 


Countersigned:


 


COMPUTERSHARE TRUST COMPANY, N.A.,


as Rights Agent


 


	By	 	 
	 	[Title]	 


 




     


     


    

 


Form of Reverse Side of Right Certificate


 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder
if such


holder desires to transfer the Right Certificate)


 


FOR VALUE RECEIVED
__________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________________________________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________________________________________________________


 


(Please print name and
address of transferee)


 


_______ Rights represented by this Right
Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________
Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution.


 


Dated: ____________________________


 


	 	 
	 	Signature


 


Signature Guaranteed:


 


Signatures must be guaranteed
by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion
program.


 


	 	 
	(To be completed)	 


 


The undersigned hereby
certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned
from, and are not being assigned to an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).


 


	 	 
	 	Signature


 




     


     


    

 


Form of Reverse Side of Right Certificate
- continued


 


FORM OF ELECTION TO PURCHASE


 


(To be executed if holder desires to exercise


Rights represented by the Rights Certificate)


 


To Francesca’s Holdings Corporation:


 


The undersigned hereby
irrevocably elects to exercise ________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock
(or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred
Stock (or such other securities) be issued in the name of:


 


 


(Please print name and address)


 


 


 


If such number of Rights shall not be all
the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered
in the name of and delivered to:


 


Please insert social security


or other identifying number


 


 


(Please print name and address)


 


 


 


Dated:________________________


 


	 	 
	 	Signature


 


(Signature must conform to holder specified
on Right Certificate)


 


Signature Guaranteed:


 


Signature must be guaranteed
by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion
program.


 




     


     


    

 


Form of Reverse Side of Right Certificate
- continued


 


 


(To be completed)


 


The undersigned certifies
that the Rights evidenced by this Right Certificate are not beneficially owned by, and were not acquired by the undersigned from,
an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).


 


	 	 
	 	Signature


 


 


NOTICE


 


The signature in the
Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this
Right Certificate in every particular, without alteration or enlargement or any change whatsoever.


 


In the event the certification
set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment
or Election to Purchase will not be honored.