Exhibit 4.1


 


SPECIMEN
UNIT CERTIFICATE


[__________]
UNITS


U-[●]


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
457867 307


 


INSURANCE
ACQUISITION CORP. 


 


UNITS
CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE HALF WARRANT 

TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK


 


THIS
CERTIFIES THAT ______________ is the owner of _______________ Units.


 


Each
Unit (“Unit”) consists of one (1) share of Class A common stock, $0.0001 par value per share (the
“Common Stock”), of Insurance Acquisition Corp., a Delaware corporation (the “Corporation”),
and one half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder to purchase
one (1) share of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on
the later of: (i) thirty (30) days after the Corporation’s consummation of a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination, involving the Corporation and one or more businesses
(a “Business Combination”), or (ii) twelve (12) months from the completion of the Corporation’s
initial public offering (excluding any overallotment exercise), and will expire unless exercised before 5:00 p.m., New York City
Time, on the date that is five (5) years after the date on which the Corporation consummates its initial Business Combination,
or earlier upon redemption of all outstanding shares of Common Stock included in the Units sold in the initial public offering
by the Corporation of the Units (the “IPO”) or liquidation of the Corporation (the “Expiration
Date”).   The Warrant included in this Unit will not become exercisable and will expire worthless
in the event the Corporation fails to consummate a Business Combination within 18 months of the date of the completion of the
Corporation’s IPO (excluding any overallotment exercise).  


 


The
shares of Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior
to the 52nd day following the date of the final prospectus relating to the IPO unless Cantor Fitzgerald & Co., acting as representative
of the underwriters, elects to allow separate trading earlier, subject to the Corporation’s filing of a Current Report on
Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Corporation’s receipt
of the gross proceeds of the offering and issuing a press release announcing when separate trading will begin. The terms of the
Warrants are governed by a Warrant Agreement, dated as of [       ], 2019, between the Corporation and Continental Stock Transfer
& Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions
the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of
the Warrant Agent at 1 State Street Plaza, New York, New York 10004, and are available to any Warrant holder on written request
and without cost.


 


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


 


Witness
the facsimile signature of its duly authorized officers.


 


	 	 	 
	President	 	Secretary


 


Transfer
Agent:


	 	 	 
	 	 	 
	Name:

    Title:	 	 


 






     


     


    

 


INSURANCE
ACQUISITION CORP.


 


The
Corporation will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences
and relative, participating, optional or other special rights of each class of shares or series thereof of the Corporation and
the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the Units represented
hereby are issued and shall be held subject to the terms and conditions applicable to the securities underlying and comprising
the Units, including, as applicable, the Certificate of Incorporation and all amendments thereto, the Warrant Agreement and the
resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary
of the Corporation), to all of which the holder(s) of this certificate by acceptance hereof assent(s).


 


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	 	 	 	(Cust)	 	 	 	(Minor)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	JT
    TEN	 	—	 	as
    joint tenants with right of survivorship and not as tenants in common	 	 	Under
                                         Uniform

        Gifts
        to Minors



 


	 	Act   	 
	 	 	(State)


 


Additional
abbreviations may also be used though not in the above list.


 


For
value received, ________________ hereby sells, assigns and transfers unto


 


	 
	(PLEASE
    INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))


  


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


 






     


     


    

 


_________________
Units represented by the within Certificate, and do(es) hereby irrevocably constitute(s) and appoint(s) _______________________________
attorney to transfer the said Units on the books of the within named Corporation with full power of substitution in the premises.


 


Dated
:                                        


	 	 	 	 
	 	Notice:  	 	The
    signature(s) to this assignment must correspond with the name(s) as written upon the face of the certificate in every particular,
    without alteration or enlargement or any change whatever.


 


	Signature(s)
    Guaranteed:	 	 
	 	 	 
	 	 	 
	THE
    SIGNATURE(S) MUST 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).	 	 


 


As
more fully described in the Corporation’s final prospectus relating to the IPO dated [     ], 2019, the holder(s) of this
certificate shall be entitled to receive a pro-rata portion of funds from the trust account referred to therein only in the event
that (a) the Corporation redeems the shares of Common Stock sold in its initial public offering because it does not acquire, engage
in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving
the Corporation and one or more businesses (a “Business Combination”) within 18 months from the date
of the completion of the Corporation’s initial public offering (excluding any overallotment exercise), or (b) if the holder(s)
seek(s) to redeem for cash his, her or its respective shares of Common Stock sold in the Corporation’s initial public offering
(“Public Shares”) in connection with (i) a tender offer (or proxy, solely in the event the Corporation
is required to seek stockholder approval of the proposed Business Combination) setting forth the details of a proposed Business
Combination or (ii) the Corporation seeking stockholder approval of an amendment to its Certificate of Incorporation to modify
the timing or substance of its obligation to repurchase 100% of Public Shares if the Corporation does not complete an initial
Business Combination within the 18 month timeframe.  In no other circumstances shall the holder(s) have any right or
interest of any kind in or to the trust account.