Exhibit 4.1


 




	
   

  NUMBER

  	
   

  	
  

  	
   

  	
   

  SHARES

  
	
   

   

  THIS CERTIFICATE IS
  TRANSFERABLE

  IN SOUTH SAINT PAUL, MN.

  	
   

  	
   

  INCORPORATED UNDER THE
  LAWS OF THE STATE OF DELAWARE

  	
   

  	
   

   

  SEE REVERSE SIDE

  FOR CERTAIN DEFINITIONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  CUSIP
  897085 10 6

  






 


 


 


THIS CERTIFIES THAT


 


is the owner of


 


FULLY PAID AND NON-ASSESSABLE CLASS A COMMON SHARES, $0.01 PAR
VALUE, OF


TROPICANA
LAS VEGAS HOTEL AND CASINO, INC.


 


transferable on the books of the Corporation by the
holder hereof in person or by Attorney upon surrender
of this certificate properly endorsed. This certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar.


 


IN WITNESS WHEREOF the said
Corporation has caused this certificate to be signed by facsimile signatures of
its duly authorized officers.


 


Dated:


 




	
  SECRETARY

  	
  CHAIRMAN OF THE BOARD, PRESIDENT

  
	
   

  	
  AND CHIEF EXECUTIVE OFFICER

  






 




	
  COUNTERSIGNED AND REGISTERED:

  	
   

  
	
  WELLS FARGO BANK, N.A.

  	
   

  
	
   

  	
  TRANSFER AGENT

  
	
   

  	
  AND REGISTRAR

  
	
  BY                  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AUTHORIZED SIGNATURE

  






 


AMERICAN FINANCIAL PRINTING
INCORPORATED - MINNEAPOLIS


 

















 


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

  	
   

  	
  UTMA – 

  	
   

  	
    Custodian

  	
   

  
	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  TEN
  ENT

  	
  –  as tenants by entireties

  	
   

  	
   

  	
  under Uniform Transfers to Minors

  
	
   

  	
   

  	
   

  
	
  JT
  TEN

  	
  –  as
  joint tenants with right of survivorship

  	
   

  	
   

  	
  Act

  
	
   

  	
      and
  not as tenants in common

  	
   

  	
                   (State)

  






Additional abbreviations may also be used though not in
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 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 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




	
  All
  GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER)
  WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM
  (*STAMP*), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM
  (*MSP*), OR THE STOCK EXCHANGES MEDALLION PROGRAM (*SEMP*) AND MUST NOT BE
  DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.

  	
   

  	
   

  






 


 


5799.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS OF A STOCKHOLDER AGREEMENT BY AND AMONG THE COMPANY AND CERTAIN
STOCKHOLDERS OF THE COMPANY WHICH PLACES CERTAIN RESTRICTIONS ON THE TRANSFER
AND VOTING OF THE SHARES. ANY PERSON TO WHOM SHARES REPRESENTED BY THIS
CERTIFICATE, OR ANY INTEREST THEREIN, ARE TRANSFERRED SHALL BE DEEMED TO AGREE
TO AND SHALL BECOME BOUND BY SUCH AGREEMENT. COPIES OF SUCH, AGREEMENT MAY BE
OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.