FORM OF TITAN INTERNATIONAL, INC.S COMMON STOCK CERTIFICATE

NUMBER                                    SHARES

COMMON STOCK        TITAN INTERNATIONAL, INC.     CUSIP 88830M 10 2

PAR VALUE $0.00001                              SEE REVERSE FOR CERTAIN                                              DEFINITIONS

Titan International, Inc. (the “Corporation”) transferable on the books of the Corporation in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be subject to all of the provisions of the Certificate of Incorporation and any amendments thereto, to all of which the holder, by acceptance hereof, assents. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

COUNTERSIGNED AND REGISTERED:

COMPUTERSHARE

                

TRANSFER AGENT

AND REGISTRAR         /s/ Michael G. Troyanovich        /s/ Paul G. Reitz    

By

AUTHORIZED SIGNATURE         SECRETARY             PRESIDENT

The Corporation will furnish without charge to each shareholder who so requests a full statement of the designation, relative rights, preferences and limitations of each class of stock of this Corporation authorized to be issued: the designation, relative rights, preferences and limitations of each series thereof so far as the same have been prescribed; and the authority of the Board of Directors of this Corporation to designate and prescribe the relative rights, preferences and limitations of other series.

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      UNIF TRAN MIN ACT - Custodian    

TEN ENT - as tenants by the entireties (Cust)     (Minor)             (Cust)    (Minor)

JT TEN - as joint tenants with right of survivorship

and not as tenants in common         under Uniform Gifts to Minors     under Uniform Transfers to Minors

TOD    - transfer on death direction in event of     Act______________________        Act______________________

owner’s death, to person named on face         (State)                    (State)

subject to STA TOD rules

For Value Received, __________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

Shares of the Common Stock represented by the within Certificate, and do hereby irrevocable 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:                    

                                                    

Signature

                                                    

Signature

In presence of                                                 

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN             CORRESPOND WITH THE NAME OF THE

ELIGIBLE GUARANTOR INSTITUTION (BANKS,                 SHAREHOLDER(S) AS WRITTEN UPON THE

STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS              FACE OF THE CERTIFICATE IN EVERY

AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED         PARTICULAR WITHOUT ALTERATION OR

SIGNATURE GUARANTEE MEDALLION PROGRAM),              ENLARGEMENT OR ANY CHANGE