Exhibit 4.1


 


CUSIP NO. ___________


 


	COMMON STOCK	COMMON STOCK
	CERTIFICATE NO.	SHARES


 


NI HOLDINGS, INC.


ORGANIZED UNDER THE LAWS OF THE STATE OF
NORTH DAKOTA


 


[SPECIMEN]


 


is the owner of:


 


FULLY PAID AND NONASSESSABLE SHARES OF COMMON
STOCK, 


$0.01 PAR VALUE, OF NI HOLDINGS, INC.


a North Dakota corporation.


 


The shares represented by this certificate are
transferable only on the stock transfer books of NI Holdings, Inc. (the “Company”) by the holder of record hereof,
or by such holder’s 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 State of North Dakota (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, NI 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]


 


	Treasurer and Chief Financial Officer	 	President and Chief Executive Officer


 




     


     


    

 


NI 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 except as provided
therein 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.


 


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 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 eighty percent (80%) of the issued and outstanding shares of common stock of the Company entitled to vote
or (b) the affirmative vote of sixty-six and two-thirds percent (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 ________
	TEN ENT	-	as tenants by the entireties	 	    (Cust)                             (Minor)
    
	JT TEN	-	as joint tenants with right of	 	 
	 	 	survivorship and not as tenants 	 	under Uniform Gifts to Minors Act
	 	 	in common	 	 
	 	 	 	 	(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 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