Exhibit 4.1


 


	CERTIFICATE #	NUMBER OF SUBSCRIPTION RIGHTS:


 


THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING
ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT, DATED DECEMBER 19, 2022, AND THE ACCOMPANYING BASE PROSPECTUS (TOGETHER, THE
 “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM MORROW
SODALI, THE INFORMATION AGENT.


 


PLBY
GROUP, INC.


Incorporated under the laws of the State of
Delaware


 


NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE 


Evidencing non-transferable Subscription Rights
to purchase common stock, par value $0.0001, of PLBY Group, Inc.


Subscription Price: $3.50 per whole share of common
stock


 THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT
EXERCISED PRIOR TO 5:00 P.M., EASTERN TIME, ON JANUARY 17, 2023,


SUBJECT TO EXTENSION OR EARLIER TERMINATION.


 


REGISTERED OWNER:


 


THIS CERTIFIES THAT the registered owner whose
name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Subscription Rights”)
set forth above. Each Subscription Right entitles the holder thereof to subscribe for and purchase (the “Basic Subscription Right”)
0.30681187 of a share of common stock of PLBY Group, Inc., a Delaware corporation (the “Company”), at a subscription
price of $3.50 per whole 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 and the “Instructions as to Use Of Rights Certificates”
accompanying this Subscription Rights Certificate. If you exercise your Basic Subscription Rights in full, and any shares of common stock
being offered in the Rights Offering remain available and unsubscribed for in the Rights Offering, you will be entitled to an over-subscription
privilege (the “Over-Subscription Privilege”) to purchase a portion of the unsubscribed shares of common stock at the
Subscription Price, subject to certain ownership limitations as described in the Prospectus and the “Instructions as to Use Of Subscription
Rights Certificates” accompanying this Subscription Rights Certificate, which are acknowledged by the registered owner below. Each
Subscription Right consists of a Basic Subscription Right and an Over-Subscription Privilege. The Subscription 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 whole share of common stock. If the Company is unable to issue to the registered owner below
the full number of shares of common stock requested, the Subscription Agent will return to the registered owner below 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 signatures of the duly authorized
officers of PLBY Group, Inc.


 


	 	 	Countersigned and Registered
	 	 	 
	Ben Kohn, Chief Executive Officer &
    President	 	By:	                        
	 	 	Continental Stock Transfer & Trust Company
	 	 	 
	Chris Riley, General Counsel & Secretary	 	 


 


DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE


 






     


     


    

 





 FOR DELIVERY BY HAND DELIVERY, FIRST CLASS
MAIL OR COURIER SERVICE:


 


 Continental Stock Transfer & Trust Company


1 State Street Plaza 30th Floor


New York, NY 10004


Attn: Corporate Actions – PLBY Group, Inc.


 


 DELIVERY OTHER THAN IN THE MANNER OR TO
THE ADDRESSES LISTED ABOVE WILL NOT CONSTITUTE VALID DELIVERY


 


PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY


 


FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS


 


You have been allocated the number of Subscription Rights shown on
this Subscription Rights Certificate. To subscribe for shares of common stock, please complete and sign under Form 2 below. Please note
that personal checks may take approximately five business days to clear your account. In order to be effective, payments must be received
by the Subscription Agent and clear prior to 5:00 P.M., Eastern Time on January 17, 2023, unless guaranteed delivery procedures are utilized
with respect to delivery of your rights certificate, as described in the Prospectus.


 


EXERCISE OF BASIC SUBSCRIPTION RIGHT AND OVER-SUBSCRIPTION PRIVILEGE:



 


	I
    subscribe
    for                   	Whole shares of common stock x $3.50	= $                        
	(Number of shares of common stock; must be a whole number with any fractional shares rounded down)	(exercise price)	(amount)*


 


METHOD OF PAYMENT (CHECK ONE)


 


	 ̈	Check, certified check, or U.S. Postal money order payable to “Continental
    Stock Transfer & Trust Company, as subscription agent for PLBY Group, Inc.”
	 	 
	 ̈	Wire transfer of immediately available funds directly to the account
    maintained by Continental Stock Transfer & Trust Company, LLC, as Subscription Agent, for purposes of accepting subscriptions in this
    rights offering at: JPMorgan Chase Bank; ABA #021000021; Acct # 475469453;
    Reference: PLBY Group, Inc.



 




 


FORM 2 – SIGNATURE
AND ACKNOWLEDGEMENT


 


TO SUBSCRIBE: I acknowledge that I have received the Prospectus for the Rights Offering and I hereby irrevocably subscribe for the number of whole shares of common stock indicated above on the terms and conditions specified in the Prospectus. By signing below, I confirm that I am an “Eligible Stockholder” as defined in the Prospectus. Additionally, by signing below, I confirm that if I (or any “group” (within the meaning of Section 13(d)(3) under the Exchange Act of 1934, as amended (the “Exchange Act”)) that includes me) am the beneficial owner (as defined in Rule 13d–3(a) under the Exchange Act) of greater than 14.99% of the number of shares of common stock outstanding as of the record date of December 16, 2022, then my Over-Subscription Privilege shall be fulfilled only if approved by a majority of the disinterested members of the Company’s board of directors. If fulfilling my Over-Subscription Privilege would result in me (or any “group” that includes me) becoming the beneficial owner of greater than 14.99% of the number of shares of common stock outstanding upon the closing of the Rights Offering after giving effect to the issuance of shares of common stock in the Rights Offering, then my Over-Subscription Privilege shall be fulfilled only to the extent that the beneficial ownership by me (and any “group” that includes me) does not exceed 14.99% of the number of shares of common stock outstanding upon the closing of the Rights Offering, unless acquisition of a greater number of shares by me is approved by a majority of the disinterested members of the Company’s board of directors. 


 


	Signature(s):	 




 


IMPORTANT: The signature(s) must correspond with the name(s) as printed on the face of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever. 


 





 



ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING
THE RIGHTS OFFERING SHOULD BE DIRECTED TO MORROW SODALI, THE INFORMATION AGENT, TOLL-FREE
AT (203) 561-6945 (FOR BANKS AND BROKERS) OR (800) 662-5200 (THE TOLL FREE NUMBER FOR STOCKHOLDERS), OR VIA EMAIL AT PLBY@INVESTOR.MORROWSODALI.COM.