1 EXHIBIT 4.1 INSURANCE MANAGEMENT SOLUTIONS GROUP NUMBER INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA [SHARES] [INMG 0001] SEE REVERSE SIDE FOR CUSIP 458045 10 1 CERTAIN DEFINITIONS INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. AUTHORIZED COMMON SHARES OF 100,000,000 PAR VALUE $0.01 EACH This is to Certify that ROBERT M. MENKE is the owner of FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. transferable on the books of the Corporation in person or by duly authorized Attorney whose surrender of this Certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. IN WITNESS WHEREOF, the Corporation has caused the facsimile signatures of its duly authorized officers and the facsimile of its seal to be printed hereon. Dated: Countersigned and Registered: Firstar Bank Milwaukee, N.A. (Milwaukee, WI) Transfer Agent and Registrar By Authorized Signature Kelly K. King [SEAL] David K. Meehan SECRETARY CHAIRMAN OF THE BOARD 2 THE RECORD HOLDER OF THIS CERTIFICATE MAY OBTAIN FROM THE SECRETARY OF THE CORPORATION, UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AUTHORIZED TO BE ISSUED AND THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH SERIES OF PREFERRED SHARES AUTHORIZED TO BE ISSUED SO FAR AS THE SAME HAVE BEEN FIXED AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DESIGNATE AND FIX THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF OTHER SERIES. 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 ----- ------ JT TEN- as joint tenants with right of (Cust) (Minor) survivorship and not as Under Uniform Gift to Minors tenants in common Act- ------------ (State) UNIF TRANS MIN ACT Custodian ----- ------- (Cust) (Minor) Under Uniform Transfer to Minors Act- ------------ (State) Additional abbreviations may also be used though not in the above list. For value received, hereby sell, assign, and transfer unto. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OR ASSIGNEE --------------------------------------- --------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares - -------------------------------------------------------------------------- of the common stock represented by the million Certificate, and do hereby irrevocable constitute and appoint Attorney, to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Date X -------------------------------- -------------------------------------- X -------------------------------------- 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, - ------------------------------------- SIGNATURE GUARANTEED THE SIGNATURES SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKHOLDERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17 Ad-15.