twi06262015ex4.1






Exhibit 4.1


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
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THE CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ, AND COLLEGE STATION, TX


This certifies that ____________________


is the registered holder of ________________




FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF




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. 


 
Witness the seal of the Corporation and the signatures of its duly authorized officers.


Dated:


COUNTERSIGNED AND REGISTERED:
COMPUTERSHARE
                
TRANSFER AGENT
AND REGISTRAR         /s/ Michael G. Troyanovich        /s/ Paul G. Reitz    
By
AUTHORIZED SIGNATURE               SECRETARY               PRESIDENT
[Reverse of Certificate]



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TITAN INTERNATIONAL, INC.


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


Additional abbreviations may also be used though not in the above list.




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


PLEASE INSERT SOCIAL SECURITY OR OTHER
       IDENTIFYING NUMBER OF ASSIGNEE


                    




                                                    
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE 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 
PURSUANT TO S.E.C. RULE 17Ad-15    .                   WHATEVER.



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