EX-4.1



  
 Exhibit 4.1 

 

			
	RIGHTS CERTIFICATE #:	  	                        NUMBER OF RIGHTS:

 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED JANUARY 4,
2016 (AS THE SAME MAY BE AMENDED, THE “PROSPECTUS SUPPLEMENT”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT AND BASE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM MORROW & CO., LLC., THE INFORMATION
AGENT. 
 EMPIRE RESORTS, INC. 

(Incorporated under the laws of the State of Delaware) 

Transferable SUBSCRIPTION RIGHTS CERTIFICATE 

Evidencing transferable Subscription Rights, each to Purchase Shares of Common Stock of Empire Resorts, Inc. 

Subscription Price: $14.40 per Share 
 THE SUBSCRIPTION RIGHTS IS
EXPECTED TO EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 10, 2016, SUBJECT TO EXTENSION OR EARLIER TERMINATION. THIS CERTIFIES THAT 

the registered owner whose name is inscribed hereon and is the owner of the number of transferable subscription rights (“Rights”) set forth
above. Each Right entitles the holder thereof to subscribe for and purchase (the “Basic Subscription Right”) one share of common stock, par value of $0.01 per Share, (“Common Stock”), of Empire Resorts, Inc., a
Delaware corporation, at a subscription price of $14.40 per share (the “Subscription Price”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the
Prospectus Supplement. Holders who fully exercise their Basic Subscription Rights are entitled to subscribe for additional shares of Common Stock that remain unsubscribed for as a result of any unexercised Basic Subscription Rights pursuant to the
terms and conditions of the Rights Offering, distributed proportionately among stockholders who exercised their over subscription rights, as described in the Prospectus Supplement (the “Oversubscription Right”). The Rights
represented by this Subscription Rights Certificate may be exercised by completing the appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for each share of Common Stock. If the subscriber
attempts to exercise its Oversubscription Rights and the Company is unable to issue the subscriber the full amount of shares of Common Stock requested, the subscription agent will return to the subscriber any excess funds submitted as soon as
practicable, without interest or deduction. 
 This Subscription Rights Certificate is not valid unless countersigned by Continental Stock
Transfer & Trust Company, the subscription agent. 
 WITNESS the seal of Empire Resorts, Inc. and the signatures of its duly authorized officers.

 COUNTERSIGNED AND REGISTERED: 
  

					
	  
 Joseph D’Amato, Chief Executive
Officer
	  		  	  
 Laurette J. Pitts, EVP, Chief
Operating Officer and Chief Financial Officer


  

			
	By:	 	 
		 	  CONTINENTAL STOCK TRANSFER & TRUST COMPANY









 FORM 1 - ELECTION TO PURCHASE 

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY. 

The registered holder of this Subscription Rights Certificate is entitled to exercise the number of Rights shown in the upper right hand corner of the
Subscription Rights Certificate and may subscribe for additional shares of Common Stock upon the terms and conditions specified in the Prospectus Supplement. The undersigned hereby notified the subscription agent of its irrevocable election to
subscribe for shares of Common Stock in the following amounts. To subscribe for shares of Common Stock pursuant to your Basic Subscription Right, please complete lines (a) and (c) below. To subscribe for shares pursuant to your
Oversubscription Right, please also complete line (b). 
 (a) EXERCISE OF BASIC SUBSCRIPTION RIGHT 

 

															
	 	 	NUMBER OF SHARES OF
COMMON STOCK AND/OR
SHARES OF COMMON STOCK
UNDERLYING SERIES B
PREFERRED STOCK	 	 	 SUBSCRIPTION

RATIO
	 	 	 SUBSCRIPTION

PRICE
	 	 	PAYMENT
	 Basic Subscription Right
	 	 	                            	x 	 	 	        1:0.4748644        	x 	 	 	        $14.40        	= 	 	$                
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  


 (b) EXERCISE OF OVERSUBSCRIPTION RIGHT: If you have exercised your Basic Subscription Right in full and wish to subscribe
for additional shares pursuant to your Oversubscription Right 
  

															
	 	 	NUMBER OF SHARES OF
COMMON STOCK AND/OR
SHARES OF COMMON STOCK
UNDERLYING SERIES B
PREFERRED STOCK	 	 	 SUBSCRIPTION

RATIO
	 	 	 SUBSCRIPTION

PRICE
	 	 	PAYMENT
	 Oversubscription Right
	 	 	                            	x 	 	 	        1:0.4748644        	x 	 	 	        $14.40        	= 	 	$                
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  


 (c) TOTAL AMOUNT OF PAYMENT ENCLOSED
$                         

The undersigned acknowledges receipt of the Prospectus Supplement, dated January 4, 2016, in connection with the Rights Offering and agrees
to its terms. 
  

	
	   

	Signature(s) of Subscriber(s)

 IMPORTANT: THE SIGNATURE(S) MUST CORRESPOND IN EVERY PARTICULAR, WITHOUT ALTERATION, WITH THE NAME(S) AS PRINTED ON THE
FRONT OF THIS SUBSCRIPTION RIGHTS CERTIFICATE. 
 If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact,
agent(s), officer(s) of a corporation or another acting in a fiduciary or representative capacity, please provide the following information (please print). See the instructions. 

 

			
	Name(s):	 	 

  

			
	Capacity (Full Title):	 	 








 METHOD OF PAYMENT (CHECK ONE): 
  

					
		 	  ̈       
	 	CASHIER’S OR CERTIFIED CHECK DRAWN ON A U.S. BANK
		 	 ̈	 	Wire transfer of immediately available funds directly to the account maintained by Continental Stock Transfer & Trust Company, as subscription agent, for purposes of accepting subscriptions in this Rights Offering at JP
Morgan Chase Bank, ABA: 021000021, Account #: 475-508866, Continental Stock Transfer FBO Empire Resorts, Inc., with reference to the Rights holder’s name
		 	 ̈	 	U.S. POSTAL MONEY ORDER

 DELIVERY TO DIFFERENT ADDRESS: If you wish for a certificate representing the Common Stock underlying your unexercised
Rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign and have your signature guaranteed 

 

											
	SIGNATURE GUARANTEED: 	 	  
	 		  	Signature(s): 	 	  
	 	

 IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker,
savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. FOR INSTRUCTIONS ON THE USE OF EMPIRE RESORTS,
INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT MORROW & CO., LLC, THE INFORMATION AGENT, AT (855) 201-1081 and banks and brokerage firms may call (203) 658-9400 OR BY EMAIL (empire.info@morrowco.com). 







 FORM 2 - TRANSFER OF RIGHTS TO 

DESIGNATED TRANSFEREE 
 The registered
holder of this Subscription Rights Certificate is entitled to transfer the number of Rights shown in the upper right hand corner of the Subscription Rights Certificate upon the terms and conditions specified in the Prospectus Supplement. The
undersigned hereby notified the subscription agent of its irrevocable election to transfer the Rights as set forth below. 
 FOR VALUE RECEIVED, the
undersigned does/do hereby sell, assign, and transfer to: 
  

							
	 	 		 		 	
	Name of Transferee	 		 		 	
				
	 	 		 		 	
	Address of Transferee	 		 		 	
				
	 	 		 	 	 	
	City, State, Zip Code	 		 	Social Security Number	 	


                     Rights to purchase Common
Stock represented by certificate number(s)                      inclusive, standing in the name of the undersigned on the books of Empire
Resorts, Inc. 
 The undersigned does/do hereby irrevocably constitute and appoint Continental Stock Transfer & Trust Company, the subscription agent,
to transfer the said Rights on the books of Empire Resorts, Inc., with full power of substitution in the premises. 
 IMPORTANT: THE SIGNATURE(S) MUST
CORRESPOND IN EVERY PARTICULAR, WITHOUT ALTERATION, WITH THE NAME(S) AS PRINTED ON THE FRONT OF THIS RIGHTS CERTIFICATE. 
 If signature is by
trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a fiduciary or representative capacity, please provide the following information (please print). See the
instructions. 
  

					
	Name(s):	 	  
	 	


					
			
	Capacity (Full Title):	 	  
	 	

  

							
	
SIGNATURE GUARANTEED:                   
                 
                                Signature(s):       
                             


 IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan
association or credit union) with membership in an approved signature guarantee medallion program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. FOR INSTRUCTIONS ON THE USE OF EMPIRE RESORTS, INC. SUBSCRIPTION RIGHTS
CERTIFICATES, CONSULT MORROW & CO., LLC THE INFORMATION AGENT, AT (855) 201-1081 and banks and brokerage firms may call (203) 658-9400 OR BY EMAIL (empire.info@morrowco.com).