Exhibit 4.8


 


SPECIMEN
PREFERRED STOCK CERTIFICATE


 


SEE
LEGENDS ON REVERSE SIDE


 


PENN
NATIONAL GAMING, INC


 


Incorporated
under the laws of the Commonwealth of Pennsylvania


 


12,500
Shares Series B Redeemable Preferred Stock


 


Par
Value $0.01 Per Share


 


This Certifies
that                                                                              
is the registered holder of                                                           
                                                                
Shares of the Series B Redeemable Preferred Stock of Penn National Gaming, Inc.,
fully paid and non-assessable, transferable only on the books of the
Corporation by the holder hereof in person or by Attorney upon surrender of
this Certificate properly endorsed.


 


In Witness
Whereof, the said Corporation has caused this Certificate to be signed by its
duly authorized officers and its Corporate Seal to be hereunto affixed


 


this                           
day of                             
A.D. 20    .


 


	
  /s/

  	
   

  	
  /s/

  
	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
                 Chairman

  



 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.  THEY
MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF A REGISTRATION
STATEMENT WHICH IS EFFECTIVE UNDER THAT ACT AS TO SAID SECURITIES OR AN
OPINION, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY AND GIVEN BY
COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT
REQUIRED.


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A
CERTAIN INVESTOR RIGHTS AGREEMENT DATED AS OF JULY 3, 2008, AMONG THE
COMPANY AND THE PURCHASERS NAMED THEREIN, AS THE SAME MAY BE AMENDED FROM
TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY.


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS OF A STATEMENT WITH RESPECT TO SHARES, FILED WITH THE DEPARTMENT OF
STATE OF THE COMMONWEALTH OF PENNSYLVANIA ON JULY 9, 2008, WHICH SETS
FORTH THE VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS, IF ANY,
OF THE SHARES OF THIS SERIES (THE “STATEMENT WITH RESPECT TO SHARES”).  THE COMPANY WILL FURNISH WITHOUT CHARGE TO
EACH SHAREHOLDER UPON WRITTEN REQUEST A COPY OF THE FULL TEXT OF THE STATEMENT
WITH RESPECT TO SHARES AND ANY AMENDMENTS THERETO AND AMENDMENTS AND
RESTATEMENTS THEREOF FILED WITH THE DEPARTMENT OF STATE OF THE COMMONWEALTH OF
PENNSYLVANIA.


 


IF AT ANY TIME A GAMING AUTHORITY IN A JURISDICTION IN
WHICH THE COMPANY OPERATES FINDS THAT AN OWNER OF THIS SECURITY IS UNSUITABLE
TO CONTINUE TO HAVE ANY INVOLVEMENT IN GAMING IN SUCH JURISDICTION, SUCH OWNER
MUST DISPOSE OF SUCH SECURITY AS PROVIDED BY THE LAWS OF SUCH JURISDICTION AND
THE REGULATIONS OF SUCH 


 

















 


GAMING AUTHORITY THEREUNDER. SUCH LAWS AND REGULATIONS
MAY RESTRICT THE RIGHT UNDER CERTAIN CIRCUMSTANCES: (A) TO PAY OR
RECEIVE ANY DIVIDEND OR INTEREST UPON SUCH SECURITY; (B) TO EXERCISE,
DIRECTLY OR THROUGH ANY TRUSTEE OR NOMINEE, ANY VOTING RIGHT CONFERRED BY SUCH
SECURITY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE
COMPANY FOR SERVICES RENDERED OR OTHERWISE.


 


For Value Received,                   
hereby sell, assign and transfer unto                                                                                                
                                                                   
Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint                                                                               
Attorney to transfer the said Shares on the books of the within named
Corporation with full power of substitution in the premises.


 


Dated                                       
20    


 


In presence of                                                               .


 


NOTICE: THE SIGNATURE OF 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.


 


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