ex41to8k05558_08172009.htm


    Exhibit 4.1

     

    
      CERTIFICATE
OF AMENDMENT

      TO
THE

      CERTIFICATE
OF THE DESIGNATIONS, POWERS,

      PREFERENCES
AND OTHER RIGHTS AND QUALIFICATIONS

      OF
THE

       

      SERIES
A JUNIOR PARTICIPATING PREFERRED STOCK

      ($0.01
PAR VALUE PER SHARE)

       

      OF

       

      EMPIRE
RESORTS, INC.

       

      _______________________

       

      PURSUANT
TO SECTION 151 OF THE

      GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE

      
        
          _______________________


        

      

       

      Empire Resorts, Inc., a
corporation organized and existing under the General Corporation Law of the
State of Delaware (the “Corporation”), does hereby certify that pursuant to the
authority conferred upon the Board of Directors of the Corporation (the “Board”)
by Article FOURTH of the Certificate of Incorporation of the Corporation, and in
accordance with the provisions of Section 151 of the Delaware General
Corporation Law, the Board has adopted the following
resolutions:

       

      RESOLVED,
that an amendment to the Certificate of Designations, Powers, Preferences and
Other Rights and Qualifications of the Series A Junior Participating Preferred
Stock (the “Series A Junior Participating Preferred Stock Certificate of
Designation”) be, and hereby is, authorized and approved, and a certificate
embodying such amendment relating to the series of preferred stock of the
corporation designated as “Series A Junior Participating Preferred Stock” is
hereby approved and the appropriate officer is directed to be filed with the
Delaware Secretary of State, as follows:

       

      FIRST,
Section 1 of the Series A Junior Participating Preferred Stock Certificate of
Designation is hereby amended and restated in its entirety to read as
follows:

       

      “Section
1.                                Designation
and Amount.  The shares of such series shall be designated as
“Series A Junior Participating Preferred Stock” and the number of shares
constituting such series shall be 95,000.”

       

      SECOND,
the Series A Junior Participating Preferred Stock Certificate of Designation is
not amended hereby except as set forth herein and, as so amended, continues in
full force and effect.

       

      
        [Signature
appears on the following page]



      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, Empire
Resorts, Inc. has caused this Certificate of Amendment to the Series A Junior
Participating Preferred Stock Certificate of Designation to be executed this
19th day of August, 2009.

       

      
        
          
            
              	 
      	EMPIRE
      RESORTS, INC.  
	 
      	 
      
	 
      	
                      By:

                    	/s/
      Joseph E. Bernstein
	 
      	 
      	
                      Name:

                    	Joseph
      E. Bernstein  
	 	 	

                      Title: 

                    	Chief
      Executive Officer 


            

          

        

        
 

      

       

       

       

      
        [Signature
page to Certificate of Amendment to Certificate of
Designation]