Exhibit
4.1


 




	
  i

  	
  MFG 5274 COMMON
  STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 59100U 10 8
  SEE REVERSE FOR CERTAIN DEFINITIONS This certifies that SPECIMEN is the owner
  of FULLY PAID AND NON ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER
  SHARE OF META FINANCIAL GROUP, INC. (the “Corporation”), a Delaware
  corporation. The shares represented by this certificate are transferable only
  on the stock transfer books of the Corporation by the holder of record
  hereof, or by his duly authorized attorney or legal representative, upon
  surrender of this certificate properly endorsed. This certificate is not
  valid until countersigned and registered by the Corporation’s transfer agent
  and registrar. This security is not a deposit or account and is not federally
  insured or guaranteed. IN WITNESS WHEREOF, the Corporation has caused this
  certificate to be executed by the facsimile signatures of its duly authorized
  officers and has caused a facsimile of its corporate seal to be hereunto
  affixed. Dated: Countersigned and Registered: REGISTRAR AND TRANSFER COMPANY
  Transfer Agent and Registrar BY Authorised Signature Secretary Chairman of
  the Board

  






 












 


Meta Financial Group, Inc.


 


The shares represented by
this certificate are issued subject to all the provisions of the certificate of
incorporation and bylaws of Meta Financial Group, Inc. (the “Corporation”),
as from time to time amended (copies of which are on file at the principal
executive offices of the Corporation).


 


The Corporation’s certificate
of incorporation provides that no “person” (as defined in the certificate of
incorporation) who “beneficially owns” (as defined in the certificate of incorporation)
in excess of 10% of the outstanding shares of the Corporation shall be entitled
to vote any shares held in excess of such limit. This provision of the
certificate of incorporation shall not apply to an acquisition of securities of
the Corporation by an employee stock purchase plan or other employee benefit
plan of the Corporation or any of its subsidiaries.


 


The Corporation’s certificate
of incorporation also includes a provision the general effect of which is to
require the affirmative vote of the holders of 75% of the outstanding voting
shares of the Corporation to approve certain business combinations (as defined
in the certificate of incorporation) between the Corporation and a 10% or more
stockholder. However, only the affirmative vote of a majority of the
outstanding shares or such vote as is otherwise required by law (rather than
the 75% voting requirement) is applicable to the particular transaction if it
is approved by a majority of the “disinterested directors” (as defined in the
certificate of incorporation) or, alternatively, the particular transaction if
it is approved by a majority of the “disinterested directors” (as defined in
the certificate of incorporation) or, alternatively, the transaction satisfies
certain minimum price and procedural requirements.


 


The Corporation will furnish
to any stockholder upon request and without charge a full statement of the
powers, designations, preferences and relative, participating, optional or
other special rights of each authorized class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights, to the extent that the same have been fixed, and of the authority of
the board of directors to designate the same with respect to other series. Such
request may be made to the Corporation or to its transfer agent and registrar.


 


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

  	
  TRANS
  MINOR LAW–

  	
  Custodian      

  
	
   

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
   

  	
   

  	
  Under
  Uniform Transfers to Minors Act

  
	
  TEN
  ENT

  	
  –

  	
  as
  tenants by the entireties

  
	
   

  	
   

  	
  Act  

  
	
   

  	
   

  	
  (State)      

  
	
   

  	
   

  
	
  JT
  TEN

  	
  –

  	
  as
  joint tenants with right of

  	
   

  	
   

  
	
   

  	
   

  	
  survivorship
  and not as tenants

  	
   

  	
   

  
	
   

  	
   

  	
  in
  common

  	
  UNIF
  GIFT MIN ACT–

  	
  Custodian      

  
	
   

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 OF ASSIGNEE


 


 


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


 


 


shares
of Common Stock represented by the within certificate, and do hereby
irrevocably constitute and appoint


 


 


Attorney to transfer the said shares 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 THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
  ENLARGEMENT OR ANY CHANGE WHATEVER.

  



 


	
  Signature
  Guaranteed:

  	
   

  	
   

  



 


 


	
  THE
  SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
  (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
  MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
  S.E.C. RULE 17Ad-15.