exv4w1






EXHIBIT 4.1




CUSIP NO. 50207Q 108



	 	 	 	 
	CLASS A COMMON STOCK

	 	CLASS A COMMON STOCK
	CERTIFICATE NO.

	 	SHARES






LMI HOLDINGS, INC.



ORGANIZED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA




[SPECIMEN]



is the owner of:




FULLY PAID AND NONASSESSABLE SHARES OF CLASS A COMMON STOCK

WITH A $0.01 PAR VALUE PER SHARE OF LMI HOLDINGS, INC.

a Pennsylvania stock corporation.




     The shares represented by this certificate are transferable only on the stock transfer books
of LMI Holdings, Inc. (the “Company”) by the holder of record hereof, or by his duly authorized
attorney or legal representative, upon the surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and shall be held subject to all the
provisions contained in the Company’s official corporate papers filed with the Department of State
of the Commonwealth of Pennsylvania (copies of which are on file with the Transfer Agent), to all
of the provisions the holder by acceptance hereof, assents.



     This certificate is not valid unless countersigned and registered by the Transfer Agent and
Registrar.



     IN WITNESS WHEREOF, LMI HOLDINGS, INC. has caused this certificate to be executed by the
signatures of its duly authorized officers and has caused its corporate seal to be hereunto
affixed.



Dated:


[SEAL]




	 	 	 
	President and Chief Executive Officer

	 	Secretary










 









 








LMI HOLDINGS, INC.



The shares represented by this certificate are subject to a limitation contained in the articles of
incorporation (the “Articles”) to the effect that no person or entity may acquire more than 10% of
the issued and outstanding shares of common stock (“Voting Control”) of the Company. If Voting
Control of the corporation is acquired in violation of such limitation, all shares in excess of
Voting Control shall be considered from and after the date of acquisition to be “excess shares”,
and all shares deemed to be excess shares shall no longer be entitled to vote on any matter or to
take other shareholder action.



The Class B Common Stock shall have the same rights as the shares represented by this certificate
except as provided in the Articles. Preferred stock may be issued from time to time as a class
without series or, if so determined by the board of directors of the Company, either in whole or in
part, in one or more series. The board of directors of the Company has the authority to fix and
determine, by resolution, the par value, voting powers, full or limited, or no voting power, and
such designations, preferences and relative, participating, optional, or other special rights, if
any, and the qualifications, limitations, or restrictions thereof, if any, including specifically,
but not limited to, the dividend rights, conversion rights, redemption rights and liquidation
preferences, if any, of any wholly unissued series of preferred stock (or the entire class of
preferred stock if none of such shares have been issued), the number of shares constituting any
such series and the terms and conditions of the issue thereof. The Company will furnish to any
shareholder upon request and without charge a full description of each class of stock and any
series thereof.



The shares represented by this certificate may not be cumulatively voted in the election of
directors of the Company. The Articles also require either (a) the affirmative vote of holders of
at least 80% of the issued and outstanding shares of common stock of the Company entitled to vote
or (b) the affirmative vote of 66 2/3% of the members of the board of directors of the
Company and the affirmative vote of holders of at least a majority of the votes which all
shareholders of the Company are then entitled to cast to amend provisions of the Articles with
respect to the approval of certain transactions.








 









 









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 GIFTS MIN ACT  –
	 	 	 	custodian	 	 
	 

	 	 	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	(Cust)	 	 	 	(Minor)
	 
	 	 	 	 	 	 	 	 	 	 
	TEN ENT  –	 	as tenants by the entireties	 	 	 	under Uniform Gifts to Minors Act
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	(State)
	 
	 	 	 	 	 	 	 	 	 	 
	JT TEN  –

	 	as joint tenants with right of
survivorship and not as tenants
in common	 	 	 	 	 	 	 	 






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 IDENTIFICATION NUMBER OF ASSIGNEE




	 
	 
	  
	Please print or typewrite name and address including postal zip code of assignee.






_______________________________________________________________ shares
of the common stock represented by this certificate and do hereby
irrevocably 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.



	 	 	 	 	 
	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.






	 	 	 	 
	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