Exhibit 4.1


 


[Logo]


 


RHINO
RESOURCES, INC.


 


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


 


	
  NUMBER

  	
   

  	
  SHARES

  
	
  RR

  	
   

  	
   

  



 


 


	
  COMMON
  STOCK

  	
   

  	
  COMMON
  STOCK

  
	
   

  	
   

  	
   

  
	
  SEE
  REVERSE FOR CERTAIN DEFINTIONS

  	
   

  	
  CUSIP

  



 


	
  This certifies that

  
	
   

  
	
   

  
	
   

  



 


	
  is the owner of

  	
   

  



 


FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON
STOCK, 

PAR VALUE OF $0.01 PER SHARE, OF


 


RHINO RESOURCES, INC. 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 registered by the Registrar.


 


Witness the facsimile seal
of the Corporation and the facsimile signatures of its duly authorized
officers.


 


Dated:


 


	
   

  	
  [Corporate Seal]

  	
   

  
	
  President and Chief
  Executive Officer

  	
  Senior Vice President
  and Chief 

  Financial Officer

  



 

















 


[Reverse of Certificate]


 


RHINO
RESOURCES, INC.


 


The Corporation will
furnish, without charge to each stockholder who so requests, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class or series of stock of the Corporation, and the qualifications,
limitations or restrictions of such preferences and/or rights. Please direct
any such request to the Corporation or the Transfer Agent.






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

  	
   

  	
  under Uniform Gifts to
  Minors

  
	
   

  	
   

  	
      in
  common

  	
   

  	
  Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
        (State)

  
													



 


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


 


For
value received, I, _____________________________
, now sell, assign and transfer to


 


	
  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 Common Stock
  represented by this Certificate, and do irrevocably constitute and appoint

  
	
   

  
	
  Attorney to transfer this
  stock on the books of the 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(s) Guaranteed:


 


	
  By

  	
   

  	
   

  
	
  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.