MU



THIS CERTIFICATE IS TRANSFERABLE



IN SOUTH SAINT PAUL, MN.



INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA



SEE REVERSE SIDE



FOR CERTAIN DEFINITIONS



CUSIP 880345 10 3



THIS CERTIFIES THAT



is the owner of



FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.375 PER SHARE, OF



TENNANT COMPANY 



transferable on the books of the Corporation only by
the holder hereof 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 held subject to all the provisions of the
Articles of Incorporation of the Corporation and all amendments thereto, copies
of which are on file with the Transfer Agent, to all of which the holder, by
acceptance hereof, assents. This Certificate is not valid unless countersigned
by the Transfer Agent.



       WITNESS the facsimile seal of the Corporation, and the
facsimile signatures of its duly authorized officers.



Dated:



VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY



PRESIDENT AND CHIEF EXECUTIVE OFFICER



AMERICAN FINANCIAL PRINTING INCORPORATED – MINNEAPOLIS















TENNANT COMPANY


The
shares of stock of the Corporation are subject to certain rights, preferences,
limitations, and designations. The Board of Directors of the Corporation has
the authority to determine the relative rights and preferences of preferred
stock of the Corporation. A full statement of the relative rights, preferences,
limitations, and designations of the shares of each class or series of capital
stock authorized to be issued, so far as they have been determined, will be
furnished to any shareholder upon request and without charge. Any such request
should be addressed to the Secretary of the Corporation at its principal
office.


This
certificate also evidences and entitles the holder hereof to certain Rights as
set forth in a Rights Agreement between Tennant Company and Wells Fargo Bank,
N. A., dated as of November 10, 2006 (the “Rights Agreement”), the terms of
which (including restrictions on the transfer of such Rights) are hereby
incorporated herein by reference and a copy of which is on file with the
Secretary at the principal executive offices of the Company. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. The Company will mail to the holder of this certificate a copy of
the Rights Agreement without charge after receipt of a written request therefor
to its Secretary from such holder. Under certain circumstances, as set forth in
the Rights Agreement, Rights that are or were acquired or beneficially owned by
an Acquiring Person or any Associate or Affiliate thereof (as such terms are
defined in the Rights Agreement) may become null and void.


	
 


	
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


	
 


	
TEN ENT

	
–

	
as tenants by entireties


	
 


	
JT TEN

	
–

	
as joint tenants with right
 of survivorship 
and not as tenants in common










	
 

	
 

	
 


	
UTMA 

	
–  

	
__________ Custodian
 ___________


	
 

	
 

	
      (Cust)
                   
        (Minor)


	
 

	
 

	
under Uniform Transfer to
 Minors


	
 

	
 

	
 


	
 

	
 

	
Act ____________________________


	
 

	
 

	
                            (State)














	
 


	
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 POSTAL ZIP CODE OF ASSIGNEE


	
 


	 


	
 


	 






	
 


	
 


	 
	
 Shares 





	
 

	
 


	
of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint

	 




	
 

	
 


	 
	
 Attorney 


	
to transfer the said stock on the books of
the within-named Corporation with full power of substitution in the premises. 








	
 

	
 

	
 


	
Dated _____________________ 

	
 

	
X


	
 

	
 

	
 


	
 

	
 

	
X


	
 

	
 

	
NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.


	
 

	
 

	
 


	
SIGNATURE GUARANTEED

	
 

	
 


	
 


	
ALL GUARANTEES MUST BE MADE
 BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT
 IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE NEW YORK
 STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM (“MSP”), OR THE STOCK
 EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED. GUARANTEES BY A
 NOTARY PUBLIC ARE NOT ACCEPTABLE.