EX-4.2




 Exhibit 4.2 

DESCRIPTION OF THE REGISTRANT’S SECURITIES 

REGISTERED PURSUANT TO SECTION 12 OF 

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED 

Intra-Cellular Therapies, Inc. (the “Company” or “we”) has one class of securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended: our common stock, par value $0.0001 per share. 
 DESCRIPTION OF COMMON STOCK 

We are authorized to issue 175,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per
share. 
 The following summary of certain provisions of our common stock does not purport to be complete. You should refer to our restated certificate of
incorporation, as amended, and our restated bylaws, both of which are incorporated by reference as exhibits to the Company’s Annual Report on Form 10-K of which this Exhibit is a part. The summary below
is also qualified by provisions of applicable law. 
 General 

Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting
rights. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. Holders of common stock are entitled to receive proportionately any dividends as may be
declared by our board of directors, subject to any preferential dividend rights of any series of preferred stock that we may designate and issue in the future. 

In the event of our liquidation or dissolution, the holders of common stock are entitled to receive proportionately our net assets available for distribution
to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. There are no
redemption or sinking fund provisions applicable to the common stock. Our outstanding shares of common stock are validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to and may
be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future. 

Transfer Agent and Registrar 
 The transfer agent
and registrar for our common stock is Computershare Trust Company, N.A., with offices at 250 Royall Street, Canton, Massachusetts 02021. 
 Stock
Exchange Listing 
 Our common stock is listed for quotation on The Nasdaq Global Select Market under the symbol “ITCI.” 











 CERTAIN PROVISIONS OF DELAWARE LAW AND OF THE COMPANY’S 

CERTIFICATE OF INCORPORATION AND BYLAWS 

Anti-Takeover Provisions 
 The provisions of
Delaware law and our restated certificate of incorporation, as amended, and restated bylaws could discourage or make it more difficult to accomplish a proxy contest or other change in our management or the acquisition of control by a holder of a
substantial amount of our voting stock. It is possible that these provisions could make it more difficult to accomplish, or could deter, transactions that stockholders may otherwise consider to be in their best interests or in our best interests.
These provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and in the policies formulated by the board of directors and to discourage certain types of transactions that may
involve an actual or threatened change of our control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. Such provisions also may have
the effect of preventing changes in our management. 
 Delaware Statutory Business Combinations Provision 

We are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law. Section 203 prohibits a publicly-held Delaware
corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business
combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. For purposes of Section 203, a “business combination” is defined
broadly to include a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder, and, subject to certain exceptions, an “interested stockholder” is a person who, together with his or her
affiliates and associates, owns, or within three years prior, did own, 15% or more of the corporation’s voting stock. 
 Classified Board of
Directors; Removal of Directors for Cause 
 Pursuant to our restated certificate of incorporation, as amended, and restated bylaws, our board of
directors is divided into three classes, with the term of office of the first class to expire at the first annual meeting of stockholders following the initial classification of directors, the term of office of the second class to expire at the
second annual meeting of stockholders following the initial classification of directors, and the term of office of the third class to expire at the third annual meeting of stockholders following the initial classification of directors. At each
annual meeting of stockholders, directors elected to succeed those directors whose terms expire, other than directors elected by the holders of any series of preferred stock under specified circumstances, will be elected for a three-year term of
office. All directors elected to our classified board of directors will serve until the election and qualification of their respective successors or their earlier resignation or removal. Members of the board of directors may only be removed for
cause and only by the affirmative vote of at least 80% of our outstanding voting stock. These provisions are likely to increase the time required for stockholders to change the composition of the board of directors. For example, at least two annual
meetings will be necessary for stockholders to effect a change in a majority of the members of the board of directors. 
 Advance Notice Provisions for
Stockholder Proposals and Stockholder Nominations of Directors 
 Our restated bylaws provide that, for nominations to the board of directors or for
other business to be properly brought by a stockholder before a meeting of stockholders, the stockholder must first have given timely notice of the proposal in writing to our Secretary. For an annual meeting, a stockholder’s notice generally
must be delivered not less than 90 days nor more than 120 days prior to the first anniversary of the previous year’s annual meeting date. For a special meeting, the notice must generally be delivered not earlier than the 90th day prior to the
meeting and not later than the later of (1) the 60th day prior to the meeting or (2) the 10th day following the day on which public announcement of the meeting is first made. Detailed requirements as to the form of the notice and
information required in the notice are specified in the restated bylaws. If it is determined that business was not properly brought before a meeting in accordance with our bylaw provisions, such business will not be conducted at the meeting. 











 Special Meetings of Stockholders 

Special meetings of the stockholders may be called only by our board of directors pursuant to a resolution adopted by a majority of the total number of
directors. 
 No Stockholder Action by Written Consent 

Any action to be effected by our stockholders must be effected at a duly called annual or special meeting of the stockholders. 

Super Majority Stockholder Vote Required for Certain Actions 

The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to
amend a corporation’s certificate of incorporation or bylaws, unless the corporation’s certificate of incorporation or bylaws, as the case may be, require a greater percentage. Our restated certificate of incorporation, as amended,
requires the affirmative vote of the holders of at least 80% of our outstanding voting stock to amend or repeal any of the provisions discussed in this section of this Exhibit. This 80% stockholder vote would be in addition to any separate class
vote that might in the future be required pursuant to the terms of any preferred stock that might then be outstanding. An 80% vote is also required for any amendment to, or repeal of, our restated bylaws by the stockholders. Our restated bylaws may
be amended or repealed by a simple majority vote of the board of directors.