Form of Specimen Stock Certificate



 EXHIBIT 4.1 
  

[FACE OF STOCK CERTIFICATE] 
  

					
	NUMBER	 	  
 


	 	SHARES
	COMMON STOCK	 	 	 	COMMON STOCK
			
	PAR VALUE $.01 PER SHARE	 	HURON CONSULTING GROUP INC.	 	 SEE REVERSE FOR CERTAIN DEFINITIONS
  
 CUSIP 447462 10 2


  
 INCORPORATED UNDER THE
LAWS OF THE STATE OF DELAWARE 
  
 THIS CERTIFIES
THAT: 
  
  
  

 
  
  
 is the owner of 
  
 FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF HURON CONSULTING GROUP INC. (hereinafter called the
“Corporation”) transferable only on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar. 
  
 WITNESS the
facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  

					
	 	  	 	  	 Dated:
  

	AUTHORIZED OFFICER	  	  
     [Corporate Seal]    
	  	 COUNTERSIGNED AND REGISTERED:
  
 TRANSFER AGENT AND REGISTRAR
  
 BY

	AUTHORIZED OFFICER	  	 	  	 
	 	  	 	  	AUTHORIZED SIGNATURE

  







 [BACK OF STOCK CERTIFICATE] 
  
 HURON CONSULTING GROUP INC. 
  

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A COPY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL,
OR OTHER SPECIAL RIGHT OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. 
  
 KEEP THIS STOCK CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE
ISSUANCE OF A REPLACEMENT CERTIFICATE. 
  
 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                    
                                        
     (Cust)                         (Minor)
  
 under Uniform Gifts to Minors
Act                    
                                        
                     (State)
	  	 UNIF GIFT MIN ACT –                
Custodian                    
                                        
     (Cust)                         (Minor)
  
 under Uniform Transfers to Minors
Act                    
                                        
                             (State)

	TEN ENT	 	–	 	as tenants by the entireties	  	  
	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(s), assign(s) and transfer(s) unto 
  
 PLEASE INSERT SOCIAL SECURITY
OR OTHER 
         IDENTIFYING NUMBER OF ASSIGNEE 

  

  

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

  

  

 Shares of the capital
stock represented by the within 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	 	 	 	 	 	X	 	 
					
	 	 	 	 	 	 	X	 	 
	 	 	 	 	 	 	 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 171d-15.