Specimen Common Stock Certificate for Herbst Gaming, Inc.
This document is a specimen stock certificate for common shares of Herbst Gaming, Inc., a Nevada corporation. It certifies ownership of shares, which can be transferred on the corporation's books by the holder or their attorney upon proper endorsement. The certificate includes a restriction that any sale, transfer, or pledge of the shares must be approved in advance by the Nevada Gaming Commission, and owners found unsuitable by the Commission must dispose of their shares as required by law. The certificate is signed by authorized officers and bears the corporate seal.
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EXHIBIT 4.5
Specimen of Common Stock
FORM OF STOCK CERTIFICATE
INCORPORATED UNDER THE LAWS OF THE STATE
NEVADA
| NUMBER | SHARES |
HERBST GAMING, INC.
Capitalization 2,500 Shares Common Stock No Par Value
THIS CERTIFIES THAT ____________________________________________________________ IS THE
REGISTERED HOLDER OF ____________________________________________________________ SHARES
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. ________________
SECRETARY | HERBST GAMING, INC. CORPORATE SEAL 1997 NEVADA | PRESIDENT |
| [Back of Certificate] | ||||||
"The sale, assignment, transfer, pledge or other disposition of this security is ineffective unless approved in advance by the Nevada gaming commission. If at any time such commission finds that an owner of this security is unsuitable to continue to have an involvement in gaming in such state, such owner must dispose of such security as provided by the laws of the State of Nevada and the regulations of the Nevada gaming commission thereunder. Such laws and regulations restrict the right under certain circumstances: (a) To pay or receive any dividend or interest upon any such security; (b) to exercise, directly or through any trustee or nominee, any voting right conferred by such security; (c) to receive any remuneration in any form from the corporation, 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 ____________________________________ IN PRESENCE OF | ||||||
____________________________________ ____________________________________ | ||||||
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