Specimen on Common Stock Certificate



 EXHIBIT 4.2 
  

			
	 IRI 5890
	 	[LOGO]
	 SPECIMEN
	 	

  

			
	 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
	 	SEE REVERSE FOR CERTAIN DEFINITIONS

 INTERNATIONAL REMOTE IMAGING SYSTEMS, INC. 
 CUSIP 460259 50 0 
 THIS CERTIFIES THAT 
 is the owner of 
 FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER 
 SHARE OF 
 INTERNATIONAL REMOTE IMAGING
SYSTEMS, INC. 
 transferable on the books of the Corporation by the holder hereof, in person or duly authorized attorney, upon surrender of this certificate
properly endorsed or accompanied by a proper assignment. This certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Articles of Incorporation and the Bylaws of the Corporation, and all
amendments thereto, copies of which are on file at the principal office of the Corporation and the Transfer Agent, to all of which the holder of this Certificate by acceptance hereof assents. This Certificate is not valid until countersigned by the
Transfer Agent and Registrar. 
 IN WITNESS WHEREOF, the Corporation has caused the signatures of its duly authorized officers and its
facsimile seal to be hereunto affixed. 
 Dated: 
  

					
	[SIG]	 	[SEAL]	 	[SIG]
	PRESIDENT	 		 	SECRETARY


			
		 	COUNTERSIGNED:
		 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
		 	(New York, NY)
		 	 TRANSFER AGENT AND REGISTRAR

		 	 BY

		 	 AUTHORIZED SIGNATURE









 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 acceptable 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)
			
		  	UNIF TRF MIN ACT -	  	 Custodian (until age    )

		  		  	(Cust)	 		  	
		  		  	  
	 	under Uniform Transfers
		  		  	(Minor)	 		  	
		  		  	to Minors Act	 	  

		  		  		 	(State)

 COM PROP-as community property
                                        
                                 







 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 OF ASSIGNEE 
  

			
	  

	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
	
	  

	
	  

		
	  
	 	shares


			
	of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint


			
		
	  
	 	attorney-in-fact
	to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

  

					
	Dated	 	  
	  	
			
		 		  	  

		 		  	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.