Common use of RIGHTS CERTIFICATE Clause in Contracts

RIGHTS CERTIFICATE. THE MANITOWOC COMPANY, INC. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of March 21, 2007 (the “Rights Agreement”), between The Manitowoc Company, Inc., a Wisconsin corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered savings association (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) on March 29, 2017 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one fully paid, nonassessable share of common stock, par value $0.01 per share, of the Company (the “Common Stock”), at a purchase price of $220.00 per share (the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are such numbers and Purchase Price as of March 30, 2007, based on the Common Stock as constituted at such date and are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person), or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Triggering Event. The Board of Directors of the Company may, at its option, at any time after any person becomes an Acquiring Person and prior to the acquisition by such person of 50% or more of the shares of Common Stock then outstanding, exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, subject to adjustment. Immediately upon the action of the Board of Directors of the Company ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the shares of Common Stock issuable by the Company in exchange for such Rights. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 per Right, payable, at the election of the Company, in cash or shares of Common Stock, at any time prior to the earlier of the close of business on (i) the tenth Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement), and (ii) the Final Expiration Date (as such term is defined in the Rights Agreement). After the expiration of the redemption period, the Company’s right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in one or more transactions not involving the Company. Immediately upon action of the Board of Directors of the Company ordering redemption of the Rights, the Rights will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the redemption price for each Right so held. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the shares of Common Stock) as set forth in the Rights Agreement. The Company is not required to issue any fractional shares of Common Stock upon the exercise of any Right or Rights evidenced hereby. In lieu thereof, the Company may, at its sole option, make a cash payment as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , 20 . Attest: THE MANITOWOC COMPANY, INC. By Name: Name: Title: Title: Countersigned: Attest: COMPUTERSHARE TRUST COMPANY, N.A. By Name: Name: Title: Title: [Form of Reverse Side of Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 20 Signature Signature Guaranteed: Signatures on this Assignment and Certificate must be guaranteed with a medallion signature guarantee by an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein) any (a) bank, (b) broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer and government securities broker, (c) credit union, (d) national securities exchange, registered securities association or clearing agency, or (e) savings association. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. THE MANITOWOC COMPANY, INC. This certifies that , or its registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner holder thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of March 21September 23, 2007 2020, as amended from time to time (the “Rights Agreement”), between The Manitowoc CompanyContango ORE, Inc., a Wisconsin Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered savings association as Rights Agent (and any successor rights agent, the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (p.m., New York City time) , on March 29September 22, 2017 2021, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one- thousandth of a fully paid, nonassessable non-assessable share of common stockSeries A Junior Participating Preferred Stock, par value $0.01 per shareshare (the “Preferred Stock”), of the Company (the “Common Stock”)Company, at a purchase price of $220.00 100.00 per one one-thousandth share of Preferred Stock (the “Purchase Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate properly completed and duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which that may be purchased upon exercise thereof) set forth above, and the Purchase Exercise Price per share as set forth above, are such numbers the number and Purchase Exercise Price as of March 30September 23, 20072020, based on the Common Preferred Stock as constituted at such date date, and are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. Upon Capitalized terms used and not defined herein shall have the meanings specified in the Rights Agreement. From and after the occurrence of a Triggering Flip-In Event (as such term is defined in the Rights Agreement)or Flip-Over Event, if the Rights evidenced by this Rights Certificate are beneficially owned Beneficially Owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement)Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person)Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person Person who, concurrently with or after such transfer, became an Acquiring Person, such Rights Person or an Affiliate or Associate of an Acquiring Person shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Triggering Flip-In Event or Flip- Over Event. The Board of Directors Rights evidenced by this Rights Certificate shall not be exercisable, and shall be null and void as long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Company mayRights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, at its option, at any time after any person becomes an Acquiring Person the Exercise Price and prior to the acquisition by such person number and kind of 50% shares of Preferred Stock or more other securities which may be acquired upon the exercise of the shares of Common Stock then outstanding, exchange all or part of the then outstanding and exercisable Rights (other than those held evidenced by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, this Rights Certificate are subject to adjustment. Immediately modification and adjustment upon the action happening of the Board of Directors of the Company ordering an exchange of the Rightscertain events, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the shares of Common Stock issuable by the Company in exchange for such Rightsincluding Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of Common a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Right, payable, at the election of the Company, in cash or shares of Common Stock, Right at any time prior to the earlier of the close Close of business Business on (i) the tenth Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Distribution Date (as such term is defined in the Rights Agreement), and (ii) the Final Expiration Date (as such term is defined in the Rights Agreement)Date. After the expiration of the redemption period, the Company’s right of redemption may be reinstated if At any time after a person becomes an Acquiring Person reduces his beneficial ownership and prior to 10the acquisition by such person of 50% or less more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such Acquiring Person which have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock per each outstanding Right or, in certain circumstances, other equity securities of the Company which are deemed by the Board to have the same value as shares of Common Stock, subject to adjustment. In connection with any exercise or exchange of the Rights, no holder of a Right will be entitled to receive shares of Common Stock if receipt of such shares would result in one or such holder, together with such holder’s affiliates and associates, beneficially owning more transactions than 18% of the then-outstanding Common Stock (such shares, the “Excess Shares”) and the Board determines that such holder’s receipt of Excess Shares is not involving in the best interests of the Company. Immediately upon action In lieu of such Excess Shares, such holder will only be entitled to receive cash or a note or other evidence of indebtedness with a principal amount equal to the then-current market price of the Board Common Stock multiplied by the number of Directors of the Company ordering redemption of the Rights, the Rights will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the redemption price for each Right so heldExcess Shares that would otherwise have been issuable. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the shares of Common Stock) as set forth in the Rights Agreement. The Company is not required to issue any No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby. In lieu thereofhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, the Company which may, at its sole optionthe election of the Company, make be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Common Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned manually or by facsimile by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of , 20 . Attest: THE MANITOWOC COMPANYCONTANGO ORE, INC. By NameBy: Name: Title: Title: Countersigned: Attest: Dated as of , . COMPUTERSHARE TRUST COMPANY, N.A. By NameN.A., as Rights Agent By: Name: Title: Title: Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-within- named Company, with full power of substitution. Dated: Dated , 20 . Signature Signature Guaranteed: Signatures on this Assignment and *Medallion Certificate must be guaranteed with a medallion signature guarantee by an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein) any (a) bank, (b) broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer and government securities broker, (c) credit union, (d) national securities exchange, registered securities association or clearing agency, or (e) savings association. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. THE MANITOWOC COMPANY, INC. This certifies that , or its registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner holder thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of March 21October 6, 2007 2014, as amended from time to time (the “Rights Agreement”), between The Manitowoc CompanyConn’s, Inc., a Wisconsin Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered savings association as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (p.m., New York City time) , on March 29October 5, 2017 2015 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable non-assessable share of common stockSeries A Junior Participating Preferred Stock, par value $0.01 per shareshare (the “Preferred Stock”), of the Company (the “Common Stock”)Company, at a purchase price of $220.00 155.00 per one one-thousandth share of Preferred Stock (the “Purchase Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which that may be purchased upon exercise thereof) set forth above, and the Purchase Exercise Price per share as set forth above, are such numbers the number and Purchase Exercise Price as of March 30October 6, 20072014, based on the Common Preferred Stock as constituted at such date date, and are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. Upon Capitalized terms used and not defined herein shall have the meanings specified in the Rights Agreement. From and after the occurrence of a Triggering Flip-In Event (as such term is defined in the Rights Agreement)or Flip-Over Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement)Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person)Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, concurrently with or after such transfer, became an Acquiring Person, such Rights Person or an Affiliate or Associate of an Acquiring Person shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Triggering Flip-In Event or Flip-Over Event. The Board of Directors Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void as long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Company mayRights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, at its option, at any time after any person becomes an Acquiring Person the Exercise Price and prior to the acquisition by such person number and kind of 50% shares of Preferred Stock or more other securities which may be acquired upon the exercise of the shares of Common Stock then outstanding, exchange all or part of the then outstanding and exercisable Rights (other than those held evidenced by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, this Rights Certificate are subject to adjustment. Immediately modification and adjustment upon the action happening of the Board of Directors of the Company ordering an exchange of the Rightscertain events, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the shares of Common Stock issuable by the Company in exchange for such Rightsincluding Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of Common a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Right, payable, at the election of the Company, in cash or shares of Common Stock, Right at any time prior to the earlier of the close Close of business Business on (i) the tenth Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement), and (ii) the Final Expiration Date (as such term is defined in the Rights Agreement)Date. After the expiration of the redemption period, the Company’s right of redemption may be reinstated if At any time after a person becomes an Acquiring Person reduces his beneficial ownership and prior to 10the acquisition by such person of 50% or less more of the outstanding shares Common Stock, the Board may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per each outstanding Right or, in one or more transactions not involving the Company. Immediately upon action of the Board of Directors certain circumstances, other equity securities of the Company ordering redemption of which are deemed by the Rights, Board to have the Rights will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the redemption price for each Right so held. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the same value as shares of Common Stock) as set forth in the Rights Agreement, subject to adjustment. The Company is not required to issue any No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby. In lieu thereofhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, the Company which may, at its sole optionthe election of the Company, make be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Common Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _____________, 20 ______. Attest: THE MANITOWOC COMPANYCONN’S, INC. By NameBy: Name: Title: Title: Countersigned: AttestDated as of _____________, ______. Computershare Trust Company, N.A., as Rights Agent By: COMPUTERSHARE TRUST COMPANY, N.A. By Name: Name: Title: Title: Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: Dated _____________, 20 ______. Signature Signature Guaranteed: Signatures on this Assignment and Certificate must be guaranteed with a medallion signature guarantee by an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein) any (a) bank, (b) broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer and government securities broker, (c) credit union, (d) national securities exchange, registered securities association or clearing agency, or (e) savings association. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. THE MANITOWOC COMPANY, INC. This certifies that _________________, or its registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner holder thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of March 21December 26, 2007 2016, as amended from time to time (the “Rights Agreement”), between The Manitowoc CompanyFred’s, Inc., a Wisconsin Tennessee corporation (the “Company”), and Computershare American Stock Transfer & Trust Company, N.A.LLC, a federally chartered savings association as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (p.m., New York City time) , on March 29June 26, 2017 2019, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable non-assessable share of common stockSeries B Junior Participating Preferred Stock, no par value $0.01 per shareshare (the “Preferred Stock”), of the Company (the “Common Stock”)Company, at a purchase price of $220.00 100.0 per one one-thousandth share of Preferred Stock (the “Purchase Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which that may be purchased upon exercise thereof) set forth above, and the Purchase Exercise Price per share as set forth above, are such numbers the number and Purchase Exercise Price as of March 30December 26, 20072016, based on the Common Preferred Stock as constituted at such date date, and are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. Upon Capitalized terms used and not defined herein shall have the meanings specified in the Rights Agreement. From and after the occurrence of a Triggering Flip-In Event (as such term is defined in the Rights Agreement)or Flip-Over Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement)Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person)Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, concurrently with or after such transfer, became an Acquiring Person, such Rights Person or an Affiliate or Associate of an Acquiring Person shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Triggering Flip-In Event or Flip-Over Event. The Board of Directors Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void as long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Company mayRights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, at its option, at any time after any person becomes an Acquiring Person the Exercise Price and prior to the acquisition by such person number and kind of 50% shares of Preferred Stock or more other securities which may be acquired upon the exercise of the shares of Common Stock then outstanding, exchange all or part of the then outstanding and exercisable Rights (other than those held evidenced by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, this Rights Certificate are subject to adjustment. Immediately modification and adjustment upon the action happening of the Board of Directors of the Company ordering an exchange of the Rightscertain events, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the shares of Common Stock issuable by the Company in exchange for such Rightsincluding Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of Common a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 per Right, payable, at the election of the Company, in cash or shares of Common Stock, Right at any time prior to the earlier of the close Close of business Business on (i) the tenth Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement), and (ii) the Final Expiration Date (as such term is defined in the Rights Agreement)Date. After the expiration of the redemption period, the Company’s right of redemption may be reinstated if At any time after a person becomes an Acquiring Person reduces his beneficial ownership and prior to 10the acquisition by such person of 50% or less more of the outstanding shares Common Stock, the Board may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per each outstanding Right or, in one or more transactions not involving the Company. Immediately upon action of the Board of Directors certain circumstances, other equity securities of the Company ordering redemption of which are deemed by the Rights, Board to have the Rights will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the redemption price for each Right so held. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the same value as shares of Common Stock) as set forth in the Rights Agreement, subject to adjustment. The Company is not required to issue any No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby. In lieu thereofhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, the Company which may, at its sole optionthe election of the Company, make be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Common Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _____________, 20 ______. Attest: THE MANITOWOC COMPANYFRED’S, INC. By NameBy: Name: Title: TitleCOUNTERSIGNED: Countersigned: Attest: COMPUTERSHARE TRUST COMPANYDated as of _____________, N.A. By Name______. American Stock Transfer & Trust Company, LLC, as Rights Agent By: Name: Title: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _____________________________ hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ as Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: Dated _____________, 20 ______. Signature Signature Guaranteed: Signatures on this Assignment and Certificate must be guaranteed with a medallion signature guarantee by an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein) any (a) bank, (b) broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer and government securities broker, (c) credit union, (d) national securities exchange, registered securities association or clearing agency, or (e) savings association. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. THE MANITOWOC COMPANY, INC. This certifies that , or its registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement, Agreement dated as of March 21November 6, 2007 2018, as amended from time to time (the “Rights Agreement”), between The Manitowoc CompanyMiMedx Group, Inc., a Wisconsin Florida corporation (the “Company”), and Computershare Trust CompanyIssuer Direct Corporation, N.A., a federally chartered savings association as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (p.m., New York City time) , on March 29November 6, 2017 2019, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable non-assessable share of common stockSeries A Junior Participating Preferred Stock, par value $0.01 0.001 per shareshare (the “Preferred Stock”), of the Company (the “Common Stock”)Company, at a purchase price of $220.00 31.10 per one one-thousandth share of Preferred Stock (the “Purchase Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which that may be purchased upon exercise thereof) set forth above, and the Purchase Exercise Price per share as set forth above, are such numbers the number and Purchase Exercise Price as of March 30November 6, 20072018, based on the Common Preferred Stock as constituted at such date date, and are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. Upon Capitalized terms used and not defined herein shall have the meanings specified in the Rights Agreement. From and after the occurrence of a Triggering Flip-In Event (as such term is defined in the Rights Agreement)or Flip-Over Event, if the Rights evidenced by this Rights Certificate are beneficially owned Beneficially Owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement)Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person)Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, concurrently with or after such transfer, became an Acquiring Person, such Rights Person or an Affiliate or Associate of an Acquiring Person shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Triggering Flip-In Event or Flip-Over Event. The Board of Directors Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void as long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Company mayRights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, at its option, at any time after any person becomes an Acquiring Person the Exercise Price and prior to the acquisition by such person number and kind of 50% shares of Preferred Stock or more other securities which may be acquired upon the exercise of the shares of Common Stock then outstanding, exchange all or part of the then outstanding and exercisable Rights (other than those held evidenced by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, this Rights Certificate are subject to adjustment. Immediately modification and adjustment upon the action happening of the Board of Directors of the Company ordering an exchange of the Rightscertain events, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the shares of Common Stock issuable by the Company in exchange for such Rightsincluding Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandth of Common a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Right, payable, at the election of the Company, in cash or shares of Common Stock, Right at any time prior to the earlier of the close Close of business Business on (i) the tenth Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement), and (ii) the Final Expiration Date (as such term is defined in the Rights Agreement)Date. After the expiration of the redemption period, the Company’s right of redemption may be reinstated if At any time after a person becomes an Acquiring Person reduces his beneficial ownership and prior to 10the acquisition by such person of 50% or less more of the outstanding shares Common Stock, the Board may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per each outstanding Right or, in one or more transactions not involving the Company. Immediately upon action of the Board of Directors certain circumstances, other equity securities of the Company ordering redemption of which are deemed by the Rights, Board to have the Rights will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the redemption price for each Right so held. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the same value as shares of Common Stock) as set forth in the Rights Agreement, subject to adjustment. The Company is not required to issue any No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby. In lieu thereofhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, the Company which may, at its sole optionthe election of the Company, make be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Common Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of , 20 201 . Attest: THE MANITOWOC COMPANYMIMEDX GROUP, INC. By Name., By: Name: Title: TitleCOUNTERSIGNED: Countersigned: Attest: COMPUTERSHARE TRUST COMPANYIssuer Direct Corporation, N.A. By Nameas Rights Agent By: Name: Title: Title: [Form of Reverse Side of Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 20 Signature Signature Guaranteed: Signatures on this Assignment and Certificate must be guaranteed with a medallion signature guarantee by an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein) any (a) bank, (b) broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer and government securities broker, (c) credit union, (d) national securities exchange, registered securities association or clearing agency, or (e) savings association. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:]

RIGHTS CERTIFICATE. THE MANITOWOC COMPANY, INC. This certifies that _________________, or its registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner holder thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of March 21October 11, 2007 2023, as amended from time to time (the “Rights Agreement”), between The Manitowoc Company, Dominari Holdings Inc., a Wisconsin Delaware corporation (the “Company”), and Computershare Continental Stock Transfer & Trust Company, N.A., a federally chartered savings association as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (p.m., New York City time) , on March 29October 11, 2017 2023, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable non-assessable share of common stockSeries Q Preferred Stock, par value $0.01 0.0001 per shareshare (the “Preferred Stock”), of the Company (the “Common Stock”)Company, at a purchase price of $220.00 5.00 per one one-thousandth share of Preferred Stock (the “Purchase Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which that may be purchased upon exercise thereof) set forth above, and the Purchase Exercise Price per share as set forth above, are such numbers the number and Purchase Exercise Price as of March 30September 22, 20072023, based on the Common Preferred Stock as constituted at such date date, and are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. Upon Capitalized terms used and not defined herein shall have the meanings specified in the Rights Agreement. From and after the occurrence of a Triggering Flip-In Event (as such term is defined in the Rights Agreement)or Flip-Over Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement)Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person)Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, concurrently with or after such transfer, became an Acquiring Person, such Rights Person or an Affiliate or Associate of an Acquiring Person shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Triggering Flip-In Event or Flip-Over Event. The Board of Directors Rights evidenced by this Rights Certificate shall not be exercisable, and shall be null and void as long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Company mayRights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, at its option, at any time after any person becomes an Acquiring Person the Exercise Price and prior to the acquisition by such person number and kind of 50% shares of Preferred Stock or more other securities which may be acquired upon the exercise of the shares of Common Stock then outstanding, exchange all or part of the then outstanding and exercisable Rights (other than those held evidenced by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, this Rights Certificate are subject to adjustment. Immediately modification and adjustment upon the action happening of the Board of Directors of the Company ordering an exchange of the Rightscertain events, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the shares of Common Stock issuable by the Company in exchange for such Rightsincluding Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of Common a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 0.0001 per Right, payable, at the election of the Company, in cash or shares of Common Stock, Right at any time prior to the earlier of the close Close of business Business on (i) the tenth Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement), and (ii) the Final Expiration Date (as such term is defined in the Rights Agreement)Date. After the expiration of the redemption period, the Company’s right of redemption may be reinstated if At any time after a person becomes an Acquiring Person reduces his beneficial ownership and prior to 10the acquisition by such person of 50% or less more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such Acquiring Person which have become null and void), in whole or in part, at an exchange ratio of two shares of Common Stock per each outstanding Right or, in one or more transactions not involving the Company. Immediately upon action of the Board of Directors certain circumstances, other equity securities of the Company ordering redemption of which are deemed by the Rights, Board to have the Rights will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the redemption price for each Right so held. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the same value as shares of Common Stock) as set forth in the Rights Agreement, subject to adjustment. The Company is not required to issue any No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby. In lieu thereofhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, the Company which may, at its sole optionthe election of the Company, make be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Common Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _____________, 20 ______. Attest: THE MANITOWOC COMPANYDOMINARI HOLDINGS INC., INC. By Namea Delaware corporation By: Name: Title: Title: Countersigned: Attest: COMPUTERSHARE Dated as of _____________, ______. CONTINENTAL STOCK TRANSFER & TRUST COMPANY, N.A. By Nameas Rights Agent By: Name: Title: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee): ___________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: Dated _____________, 20 ______. ____________________ Signature Signature Guaranteed: Signatures on this Assignment and Certificate must be guaranteed with a medallion signature guarantee by an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein) any (a) bank, (b) broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer and government securities broker, (c) credit union, (d) national securities exchange, registered securities association or clearing agency, or (e) savings association. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. THE MANITOWOC COMPANY, INC. This certifies that _________________, or its registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner holder thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of March 21June 27, 2007 2017, as amended from time to time (the “Rights Agreement”), between The Manitowoc CompanyFred’s, Inc., a Wisconsin Tennessee corporation (the “Company”), and Computershare American Stock Transfer & Trust Company, N.A.LLC, a federally chartered savings association as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (p.m., New York City time) , on March 29September 25, 2017 2017, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable non-assessable share of common stockSeries C Junior Participating Preferred Stock, no par value $0.01 per shareshare (the “Preferred Stock”), of the Company (the “Common Stock”)Company, at a purchase price of $220.00 60.00 per one one-thousandth share of Preferred Stock (the “Purchase Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which that may be purchased upon exercise thereof) set forth above, and the Purchase Exercise Price per share as set forth above, are such numbers the number and Purchase Exercise Price as of March 30June 27, 20072017, based on the Common Preferred Stock as constituted at such date date, and are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. Upon Capitalized terms used and not defined herein shall have the meanings specified in the Rights Agreement. From and after the occurrence of a Triggering Flip-In Event (as such term is defined in the Rights Agreement)or Flip-Over Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement)Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person)Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, concurrently with or after such transfer, became an Acquiring Person, such Rights Person or an Affiliate or Associate of an Acquiring Person shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Triggering Flip-In Event or Flip-Over Event. The Board of Directors Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void as long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Company mayRights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, at its option, at any time after any person becomes an Acquiring Person the Exercise Price and prior to the acquisition by such person number and kind of 50% shares of Preferred Stock or more other securities which may be acquired upon the exercise of the shares of Common Stock then outstanding, exchange all or part of the then outstanding and exercisable Rights (other than those held evidenced by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, this Rights Certificate are subject to adjustment. Immediately modification and adjustment upon the action happening of the Board of Directors of the Company ordering an exchange of the Rightscertain events, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the shares of Common Stock issuable by the Company in exchange for such Rightsincluding Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of Common a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 per Right, payable, at the election of the Company, in cash or shares of Common Stock, Right at any time prior to the earlier of the close Close of business Business on (i) the tenth Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement), and (ii) the Final Expiration Date (as such term is defined in the Rights Agreement)Date. After the expiration of the redemption period, the Company’s right of redemption may be reinstated if At any time after a person becomes an Acquiring Person reduces his beneficial ownership and prior to 10the acquisition by such person of 50% or less more of the outstanding shares Common Stock, the Board may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per each outstanding Right or, in one or more transactions not involving the Company. Immediately upon action of the Board of Directors certain circumstances, other equity securities of the Company ordering redemption of which are deemed by the Rights, Board to have the Rights will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the redemption price for each Right so held. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the same value as shares of Common Stock) as set forth in the Rights Agreement, subject to adjustment. The Company is not required to issue any No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby. In lieu thereofhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, the Company which may, at its sole optionthe election of the Company, make be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Common Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _____________, 20 ______. Attest: THE MANITOWOC COMPANYFRED’S, INC. By NameBy: Name: Title: TitleCOUNTERSIGNED: Countersigned: Attest: COMPUTERSHARE TRUST COMPANYDated as of _____________, N.A. By Name______. American Stock Transfer & Trust Company, LLC, as Rights Agent By: Name: Title: Title: [Form of Reverse Side of Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 20 Signature Signature Guaranteed: Signatures on this Assignment and Certificate must be guaranteed with a medallion signature guarantee by an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein) any (a) bank, (b) broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer and government securities broker, (c) credit union, (d) national securities exchange, registered securities association or clearing agency, or (e) savings association. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:]

RIGHTS CERTIFICATE. THE MANITOWOC COMPANY, INC. This certifies that _________________, or its registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner holder thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of March 21February 14, 2007 2017, as amended from time to time (the “Rights Agreement”), between The Manitowoc Company, MYOS RENS Technology Inc., a Wisconsin Nevada corporation (the “Company”), and Computershare Trust CompanyIsland Stock Transfer, N.A., a federally chartered savings association as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (p.m., New York City time) , on March 29February 14, 2017 2020, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable non-assessable share of common stockSeries A Preferred Stock, par value $0.01 0.001 per shareshare (the “Preferred Stock”), of the Company (the “Common Stock”)Company, at a purchase price of $220.00 7.00 per one one-thousandth share of Preferred Stock (the “Purchase Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which that may be purchased upon exercise thereof) set forth above, and the Purchase Exercise Price per share as set forth above, are such numbers the number and Purchase Exercise Price as of March 30February 14, 20072017, based on the Common Preferred Stock as constituted at such date date, and are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. Upon Capitalized terms used and not defined herein shall have the meanings specified in the Rights Agreement. From and after the occurrence of a Triggering Flip-In Event (as such term is defined in the Rights Agreement)or Flip-Over Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement)Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person)Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, concurrently with or after such transfer, became an Acquiring Person, such Rights Person or an Affiliate or Associate of an Acquiring Person shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Triggering Flip-In Event or Flip-Over Event. The Board of Directors Rights evidenced by this Rights Certificate shall not be exercisable, and shall be null and void as long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Company mayRights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, at its option, at any time after any person becomes an Acquiring Person the Exercise Price and prior to the acquisition by such person number and kind of 50% shares of Preferred Stock or more other securities which may be acquired upon the exercise of the shares of Common Stock then outstanding, exchange all or part of the then outstanding and exercisable Rights (other than those held evidenced by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, this Rights Certificate are subject to adjustment. Immediately modification and adjustment upon the action happening of the Board of Directors of the Company ordering an exchange of the Rightscertain events, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the shares of Common Stock issuable by the Company in exchange for such Rightsincluding Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of Common a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Right, payable, at the election of the Company, in cash or shares of Common Stock, Right at any time prior to the earlier of the close Close of business Business on (i) the tenth Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement), and (ii) the Final Expiration Date (as such term is defined in the Rights Agreement)Date. After the expiration of the redemption period, the Company’s right of redemption may be reinstated if At any time after a person becomes an Acquiring Person reduces his beneficial ownership and prior to 10the acquisition by such person of 50% or less more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such Acquiring Person which have become null and void), in whole or in part, at an exchange ratio of two shares of Common Stock per each outstanding Right or, in one or more transactions not involving the Company. Immediately upon action of the Board of Directors certain circumstances, other equity securities of the Company ordering redemption of which are deemed by the Rights, Board to have the Rights will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the redemption price for each Right so held. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the same value as shares of Common Stock) as set forth in the Rights Agreement, subject to adjustment. The Company is not required to issue any No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby. In lieu thereofhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, the Company which may, at its sole optionthe election of the Company, make be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Common Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _____________, 20 ______. Attest: THE MANITOWOC COMPANY, MYOS RENS TECHNOLOGY INC. By NameBy: Name: Title: Title: Countersigned: AttestDated as of _____________, ______. ISLAND STOCK TRANSFER, as Rights Agent By: COMPUTERSHARE TRUST COMPANY, N.A. By Name: Name: Title: Title: Authorized Signatory [Form of Reverse Side of Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 20 Signature Signature Guaranteed: Signatures on this Assignment and Certificate must be guaranteed with a medallion signature guarantee by an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein) any (a) bank, (b) broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer and government securities broker, (c) credit union, (d) national securities exchange, registered securities association or clearing agency, or (e) savings association. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:]

RIGHTS CERTIFICATE. THE MANITOWOC COMPANY, INC. This certifies that _________________, or its registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner holder thereof, subject to the terms, provisions and conditions of the Amended & Restated Rights Agreement, Agreement dated as of March 21September 18, 2007 2017, as amended from time to time (the “Rights Agreement”), between The Manitowoc CompanyFred’s, Inc., a Wisconsin Tennessee corporation (the “Company”), and Computershare American Stock Transfer & Trust Company, N.A.LLC, a federally chartered savings association as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (p.m., New York City time) , on March 29September 18, 2017 2020, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable non-assessable share of common stockSeries C Junior Participating Preferred Stock, no par value $0.01 per shareshare (the “Preferred Stock”), of the Company (the “Common Stock”)Company, at a purchase price of $220.00 35.00 per one one-thousandth share of Preferred Stock (the “Purchase Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which that may be purchased upon exercise thereof) set forth above, and the Purchase Exercise Price per share as set forth above, are such numbers the number and Purchase Exercise Price as of March 30September 18, 20072017, based on the Common Preferred Stock as constituted at such date date, and are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. Upon Capitalized terms used and not defined herein shall have the meanings specified in the Rights Agreement. From and after the occurrence of a Triggering Flip-In Event (as such term is defined in the Rights Agreement)or Flip-Over Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement)Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person)Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, concurrently with or after such transfer, became an Acquiring Person, such Rights Person or an Affiliate or Associate of an Acquiring Person shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Triggering Flip-In Event or Flip-Over Event. The Board of Directors Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void as long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Company mayRights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, at its option, at any time after any person becomes an Acquiring Person the Exercise Price and prior to the acquisition by such person number and kind of 50% shares of Preferred Stock or more other securities which may be acquired upon the exercise of the shares of Common Stock then outstanding, exchange all or part of the then outstanding and exercisable Rights (other than those held evidenced by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, this Rights Certificate are subject to adjustment. Immediately modification and adjustment upon the action happening of the Board of Directors of the Company ordering an exchange of the Rightscertain events, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the shares of Common Stock issuable by the Company in exchange for such Rightsincluding Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of Common a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 per Right, payable, at the election of the Company, in cash or shares of Common Stock, Right at any time prior to the earlier of the close Close of business Business on (i) the tenth Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement), and (ii) the Final Expiration Date (as such term is defined in the Rights Agreement)Date. After the expiration of the redemption period, the Company’s right of redemption may be reinstated if At any time after a person becomes an Acquiring Person reduces his beneficial ownership and prior to 10the acquisition by such person of 50% or less more of the outstanding shares Common Stock, the Board may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per each outstanding Right or, in one or more transactions not involving the Company. Immediately upon action of the Board of Directors certain circumstances, other equity securities of the Company ordering redemption of which are deemed by the Rights, Board to have the Rights will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the redemption price for each Right so held. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the same value as shares of Common Stock) as set forth in the Rights Agreement, subject to adjustment. The Company is not required to issue any No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby. In lieu thereofhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, the Company which may, at its sole optionthe election of the Company, make be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Common Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _____________, 20 ______. Attest: THE MANITOWOC COMPANYFRED’S, INC. By NameBy: Name: Title: TitleCOUNTERSIGNED: Countersigned: Attest: COMPUTERSHARE TRUST COMPANYDated as of _____________, N.A. By Name______. American Stock Transfer & Trust Company, LLC, as Rights Agent By: Name: Title: Title: [Form of Reverse Side of Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 20 Signature Signature Guaranteed: Signatures on this Assignment and Certificate must be guaranteed with a medallion signature guarantee by an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein) any (a) bank, (b) broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer and government securities broker, (c) credit union, (d) national securities exchange, registered securities association or clearing agency, or (e) savings association. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:]

RIGHTS CERTIFICATE. THE MANITOWOC COMPANY, INC. This certifies that _________________, or its registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner holder thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of March 2123, 2007 2020, as amended from time to time (the “Rights Agreement”), between The Manitowoc Company, AIkido Pharma Inc., a Wisconsin Delaware corporation (the “Company”), and Computershare Trust CompanyVStock Transfer, N.A.LLC, a federally chartered savings association as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (p.m., New York City time) , on March 2923, 2017 2020, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable non-assessable share of common stockSeries L Preferred Stock, par value $0.01 0.0001 per shareshare (the “Preferred Stock”), of the Company (the “Common Stock”)Company, at a purchase price of $220.00 5.00 per one one-thousandth share of Preferred Stock (the “Purchase Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which that may be purchased upon exercise thereof) set forth above, and the Purchase Exercise Price per share as set forth above, are such numbers the number and Purchase Exercise Price as of March 30, 200730 2020, based on the Common Preferred Stock as constituted at such date date, and are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. Upon Capitalized terms used and not defined herein shall have the meanings specified in the Rights Agreement. From and after the occurrence of a Triggering Flip-In Event (as such term is defined in the Rights Agreement)or Flip-Over Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement)Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person)Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, concurrently with or after such transfer, became an Acquiring Person, such Rights Person or an Affiliate or Associate of an Acquiring Person shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Triggering Flip-In Event or Flip-Over Event. The Board of Directors Rights evidenced by this Rights Certificate shall not be exercisable, and shall be null and void as long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Company mayRights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, at its option, at any time after any person becomes an Acquiring Person the Exercise Price and prior to the acquisition by such person number and kind of 50% shares of Preferred Stock or more other securities which may be acquired upon the exercise of the shares of Common Stock then outstanding, exchange all or part of the then outstanding and exercisable Rights (other than those held evidenced by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, this Rights Certificate are subject to adjustment. Immediately modification and adjustment upon the action happening of the Board of Directors of the Company ordering an exchange of the Rightscertain events, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the shares of Common Stock issuable by the Company in exchange for such Rightsincluding Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of Common a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 0.0001 per Right, payable, at the election of the Company, in cash or shares of Common Stock, Right at any time prior to the earlier of the close Close of business Business on (i) the tenth Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement), and (ii) the Final Expiration Date (as such term is defined in the Rights Agreement)Date. After the expiration of the redemption period, the Company’s right of redemption may be reinstated if At any time after a person becomes an Acquiring Person reduces his beneficial ownership and prior to 10the acquisition by such person of 50% or less more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such Acquiring Person which have become null and void), in whole or in part, at an exchange ratio of two shares of Common Stock per each outstanding Right or, in one or more transactions not involving the Company. Immediately upon action of the Board of Directors certain circumstances, other equity securities of the Company ordering redemption of which are deemed by the Rights, Board to have the Rights will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the redemption price for each Right so held. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the same value as shares of Common Stock) as set forth in the Rights Agreement, subject to adjustment. The Company is not required to issue any No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby. In lieu thereofhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, the Company which may, at its sole optionthe election of the Company, make be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Common Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _____________, 20 ______. Attest: THE MANITOWOC COMPANYAIKIDO PHARMA INC., INC. By Namea Delaware corporation By: Name: Title: Title: Countersigned: Attest: COMPUTERSHARE TRUST COMPANYDated as of _____________, N.A. By Name______. VSTOCK TRANSFER, LLC, as Rights Agent By: Name: Title: Title: [Form of Reverse Side of Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 20 Signature Signature Guaranteed: Signatures on this Assignment and Certificate must be guaranteed with a medallion signature guarantee by an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein) any (a) bank, (b) broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer and government securities broker, (c) credit union, (d) national securities exchange, registered securities association or clearing agency, or (e) savings association. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:]

RIGHTS CERTIFICATE. THE MANITOWOC COMPANY, INC. This certifies that , or its registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of March 21June 4, 2007 2003, as the same may be amended from time to time (the “Rights Agreement”), between The Manitowoc CompanyOn Assignment, Inc., a Wisconsin Delaware corporation (the “Company”), and Computershare Trust Company, N.A.U.S. Stock Transfer Corporation, a federally chartered savings association California banking corporation, as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York time) on March 29June 4, 2017 2013 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable non-assessable share of common stockSeries A Junior Participating Preferred Stock, par value $0.01 per share, of the Company share (the “Common Preferred Stock”)) of the Company, at a purchase price of $220.00 40.00 per one one-thousandth share (the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are such numbers the number and Purchase Price as of March 30, 2007, based on the Common Preferred Stock as constituted at such date date, and are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. Upon From and after the occurrence of a Triggering Event (as such term is defined an event described in Section 11(a)(ii) of the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person)Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, concurrently with or after such transfer, became an Acquiring Person, such Rights Person or an Affiliate or Associate of an Acquiring Person shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Triggering Section 11(a)(ii) Event. The Board of Directors Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Company mayRights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, at its optionthe Purchase Price and the number and kind of shares of Preferred Stock or other securities, at any time after any person becomes an Acquiring Person and prior to which may be purchased upon the acquisition by such person of 50% or more exercise of the shares of Common Stock then outstanding, exchange all or part of the then outstanding and exercisable Rights (other than those held evidenced by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, this Rights Certificate are subject to adjustment. Immediately modification and adjustment upon the action happening of the Board of Directors of the Company ordering an exchange of the Rightscertain events, including Triggering Events (as such term is defined in the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the shares of Common Stock issuable by the Company in exchange for such RightsAgreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of Common a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 0.005 per Right, payable, at the election of the Company, in cash or shares of Common Stock, Right at any time prior to the earlier of the close of business on (i) the tenth Business Day (as such term is defined in the Rights Agreement) day following the Stock Acquisition Date (as such term is defined in the Rights Agreement)Date, and (ii) the Final Expiration Date (as such term is defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of two-thirds of the Directors. After the expiration of the redemption period, the Company’s right of redemption may be reinstated if an the Acquiring Person reduces his its beneficial ownership to 10% or less of the outstanding shares of Common Stock in one a transaction or more series of transactions not involving the Company, and such reinstatement is approved by the Company’s Board of Directors. Immediately upon action At any time after a person becomes an Acquiring Person and prior to the acquisition by such person of 50% or more of the outstanding Common Stock, the Board of Directors of the Company ordering redemption of the Rights, the Rights will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the redemption price for each Right so held. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock (or, in certain circumstances, other equity securities of the Company which are deemed by the Company’s Board of Directors to have the same value as shares of Common Stock) as set forth in the Rights Agreementper Right (subject to adjustment). The Company is not required to issue any No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby. In lieu thereofhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, the Company which may, at its sole optionthe election of the Company, make be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Common Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of , 20 . Attest: THE MANITOWOC COMPANYON ASSIGNMENT, INC. By NameBy: Name: Title: Title: Countersigned: Attest: COMPUTERSHARE TRUST COMPANY, N.A. By NameBy: Name: Title: TitleCountersigned: Dated as of , U.S. Stock Transfer Corporation, as rights agent By: Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 20 Signature Signature Guaranteed: Signatures on this Assignment and Certificate must be guaranteed with a medallion signature guarantee by an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein) any (a) bank, (b) broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer and government securities broker, (c) credit union, (d) national securities exchange, registered securities association or clearing agency, or (e) savings association. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. THE MANITOWOC COMPANY, INC. This certifies that , or its registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner holder thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of March 21January 11, 2007 2019, as amended from time to time (the “Rights Agreement”), between The Manitowoc Company, Cloud Peak Energy Inc., a Wisconsin Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered savings association as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (p.m., New York City time) , on March 29January 11, 2017 2022, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable non-assessable share of common stockSeries A Junior Participating Preferred Stock, par value $0.01 per shareshare (the “Preferred Stock”), of the Company (the “Common Stock”)Company, at a purchase price of $220.00 2.04 per one one-thousandth share of Preferred Stock (the “Purchase Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which that may be purchased upon exercise thereof) set forth above, and the Purchase Exercise Price per share as set forth above, are such numbers the number and Purchase Exercise Price as of March 30January 11, 20072019, based on the Common Preferred Stock as constituted at such date date, and are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. Upon Capitalized terms used and not defined herein shall have the meanings specified in the Rights Agreement. From and after the occurrence of a Triggering Flip-In Event (as such term is defined in the Rights Agreement)or Flip-Over Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement)Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person)Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, concurrently with or after such transfer, became an Acquiring Person, such Rights Person or an Affiliate or Associate of an Acquiring Person shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Triggering Flip-In Event or Flip-Over Event. The Board of Directors Rights evidenced by this Rights Certificate shall not be exercisable, and shall be null and void as long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Company mayRights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, at its option, at any time after any person becomes an Acquiring Person the Exercise Price and prior to the acquisition by such person number and kind of 50% shares of Preferred Stock or more other securities which may be acquired upon the exercise of the shares of Common Stock then outstanding, exchange all or part of the then outstanding and exercisable Rights (other than those held evidenced by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, this Rights Certificate are subject to adjustment. Immediately modification and adjustment upon the action happening of the Board of Directors of the Company ordering an exchange of the Rightscertain events, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the shares of Common Stock issuable by the Company in exchange for such Rightsincluding Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of Common a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Right, payable, at the election of the Company, in cash or shares of Common Stock, Right at any time prior to the earlier of the close Close of business Business on (i) the tenth Business Day Stock Acquisition Date and (ii) the Expiration Date. At any time after a person becomes an Acquiring Person and prior to the acquisition by such person of 50% or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such Acquiring Person which have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock per each outstanding Right or, in certain circumstances, other equity securities of the Company which are deemed by the Board to have the same value as shares of Common Stock, subject to adjustment. In connection with any exercise or exchange of the Rights, no holder of a Right will be entitled to receive shares of Common Stock if receipt of such shares would result in such holder, together with such holder’s affiliates and associates, beneficially owning more than 4.95% of the then-outstanding Common Stock (such shares, the “Excess Shares”) and the Board determines that such holder’s receipt of Excess Shares would jeopardize or endanger the value or availability of the Tax Benefits (as such term is defined in the Rights Agreement) following or the Stock Acquisition Date (as Board otherwise determines that such term holder’s receipt of Excess Shares is defined not in the Rights Agreement), and (ii) the Final Expiration Date (as such term is defined in the Rights Agreement). After the expiration best interests of the redemption period, the Company’s right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in one or more transactions not involving the Company. Immediately upon action In lieu of such Excess Shares, such holder will only be entitled to receive cash or a note or other evidence of indebtedness with a principal amount equal to the then-current market price of the Board Common Stock multiplied by the number of Directors of the Company ordering redemption of the Rights, the Rights will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the redemption price for each Right so heldExcess Shares that would otherwise have been issuable. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the shares of Common Stock) as set forth in the Rights Agreement. The Company is not required to issue any No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby. In lieu thereofhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, the Company which may, at its sole optionthe election of the Company, make be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Common Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of , 20 . Attest: THE MANITOWOC COMPANY, CLOUD PEAK ENERGY INC. By NameBy: Name: Title: Title: Countersigned: Attest: Dated as of , . COMPUTERSHARE TRUST COMPANY, N.A. By NameN.A., as Rights Agent By: Name: Title: Title: Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: Dated , 20 . Signature Signature Guaranteed: Signatures on this Assignment and *Medallion Certificate must be guaranteed with a medallion signature guarantee by an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein) any (a) bank, (b) broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer and government securities broker, (c) credit union, (d) national securities exchange, registered securities association or clearing agency, or (e) savings association. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. THE MANITOWOC COMPANY, INC. This certifies that , or its registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner holder thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of March 2116, 2007 2017, as amended from time to time (the “Rights Agreement”), between The Manitowoc CompanyTengasco, Inc.Inc. , a Wisconsin Delaware corporation (the “Company”), and Computershare Continental Stock Transfer & Trust Company, N.A., a federally chartered savings association as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (p.m., New York City time) , on March 29_______________, 2017 2020, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable non-assessable share of common stockSeries A Participating Preferred Stock, par value $0.01 per shareshare (the “Preferred Stock”), of the Company (the “Common Stock”)Company, at a purchase price of $220.00 1.10 per one one-thousandth share of Preferred Stock (the “Purchase Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which that may be purchased upon exercise thereof) set forth above, and the Purchase Exercise Price per share as set forth above, are such numbers the number and Purchase Exercise Price as of March 3016, 20072017, based on the Common Preferred Stock as constituted at such date date, and are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. Upon Capitalized terms used and not defined herein shall have the meanings specified in the Rights Agreement. From and after the occurrence of a Triggering Event (as such term is defined in the Rights Agreement)Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement)Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person)Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, concurrently with or after such transfer, became an Acquiring Person, such Rights Person or an Affiliate or Associate of an Acquiring Person shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Triggering Flip-In Event. The Board of Directors Rights evidenced by this Rights Certificate shall not be exercisable, and shall be null and void as long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Company mayRights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, at its option, at any time after any person becomes an Acquiring Person the Exercise Price and prior to the acquisition by such person number and kind of 50% shares of Preferred Stock or more other securities which may be acquired upon the exercise of the shares of Common Stock then outstanding, exchange all or part of the then outstanding and exercisable Rights (other than those held evidenced by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, this Rights Certificate are subject to adjustment. Immediately modification and adjustment upon the action happening of the Board of Directors of the Company ordering an exchange of the Rightscertain events, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the shares of Common Stock issuable by the Company in exchange for such Rightsincluding Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of Common a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Right, payable, at the election of the Company, in cash or shares of Common Stock, Right at any time prior to the earlier of the close Close of business Business on (i) the tenth Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement), and (ii) the Final Expiration Date (as such term is defined in the Rights Agreement)Date. After the expiration of the redemption period, the Company’s right of redemption may be reinstated if At any time after a person becomes an Acquiring Person reduces his beneficial ownership and prior to 10the acquisition by such person of 50% or less more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such Acquiring Person which have become null and void), in whole or in part, at an exchange ratio of two shares of Common Stock per each outstanding Right or, in one or more transactions not involving the Company. Immediately upon action of the Board of Directors certain circumstances, other equity securities of the Company ordering redemption of which are deemed by the Rights, Board to have the Rights will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the redemption price for each Right so held. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the same value as shares of Common Stock) as set forth in the Rights Agreement, subject to adjustment. The Company is not required to issue any No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby. In lieu thereofhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, the Company which may, at its sole optionthe election of the Company, make be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Common Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of , 20 . Attest: THE MANITOWOC COMPANYTENGASCO, INC. By NameBy: Name: Title: Title: Countersigned: Attest: COMPUTERSHARE Dated as of , . CONTINENTAL STOCK TRANSFER & TRUST COMPANY, N.A. By NameBy: Name: Title: Title: Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 20 Signature Signature Guaranteed: Signatures on this Assignment and Certificate must be guaranteed with a medallion signature guarantee by an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein) any (a) bank, (b) broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer and government securities broker, (c) credit union, (d) national securities exchange, registered securities association or clearing agency, or (e) savings association. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

RIGHTS CERTIFICATE. THE MANITOWOC COMPANY, INC. This certifies that , or its registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner holder thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of March 21May 6, 2007 2019, as amended from time to time (the “Rights Agreement”), between The Manitowoc Company, Inc.Capstone Turbine Corporation, a Wisconsin Delaware corporation (the “Company”), and Computershare Trust CompanyBroadridge Financial Solutions, N.A.Inc., a federally chartered savings association as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (p.m., New York City time) , on March 29May 6, 2017 2022, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable non-assessable share of common stockSeries B Junior Participating Preferred Stock, par value $0.01 0.001 per shareshare (the “Preferred Stock”), of the Company (the “Common Stock”)Company, at a purchase price of $220.00 5.22 per one one-thousandth share of Preferred Stock (the “Purchase Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which that may be purchased upon exercise thereof) set forth above, and the Purchase Exercise Price per share as set forth above, are such numbers the number and Purchase Exercise Price as of March 30May 6, 20072019, based on the Common Preferred Stock as constituted at such date date, and are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. Upon Capitalized terms used and not defined herein shall have the meanings specified in the Rights Agreement. From and after the occurrence of a Triggering Flip-In Event (as such term is defined in the Rights Agreement)or Flip-Over Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement)Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person)Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, concurrently with or after such transfer, became an Acquiring Person, such Rights Person or an Affiliate or Associate of an Acquiring Person shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Triggering Flip-In Event or Flip-Over Event. The Board of Directors Rights evidenced by this Rights Certificate shall not be exercisable, and shall be null and void as long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Company mayRights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, at its option, at any time after any person becomes an Acquiring Person the Exercise Price and prior to the acquisition by such person number and kind of 50% shares of Preferred Stock or more other securities which may be acquired upon the exercise of the shares of Common Stock then outstanding, exchange all or part of the then outstanding and exercisable Rights (other than those held evidenced by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, this Rights Certificate are subject to adjustment. Immediately modification and adjustment upon the action happening of the Board of Directors of the Company ordering an exchange of the Rightscertain events, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the shares of Common Stock issuable by the Company in exchange for such Rightsincluding Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of Common a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Right, payable, at the election of the Company, in cash or shares of Common Stock, Right at any time prior to the earlier of the close Close of business Business on (i) the tenth Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement), and (ii) the Final Expiration Date (as such term is defined in the Rights Agreement)Date. After the expiration of the redemption period, the Company’s right of redemption may be reinstated if At any time after a person becomes an Acquiring Person reduces his beneficial ownership and prior to 10the acquisition by such person of 50% or less more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such Acquiring Person which have become null and void), in whole or in part, at an exchange ratio of two shares of Common Stock per each outstanding Right or, in one or more transactions not involving the Company. Immediately upon action of the Board of Directors certain circumstances, other equity securities of the Company ordering redemption of which are deemed by the Rights, Board to have the Rights will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the redemption price for each Right so held. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the same value as shares of Common Stock) as set forth in the Rights Agreement, subject to adjustment. The Company is not required to issue any No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby. In lieu thereofhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, the Company which may, at its sole optionthe election of the Company, make be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Common Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of , 20 . Attest: THE MANITOWOC COMPANY, INC. By NameCAPSTONE TURBINE CORPORATION By: Name: Title: Title: Countersigned: AttestDated as of , . BROADRIDGE FINANCIAL SOLUTIONS, INC. as Rights Agent By: COMPUTERSHARE TRUST COMPANY, N.A. By Name: Name: Title: Title: Authorized Signatory [Form of Reverse Side of Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 20 Signature Signature Guaranteed: Signatures on this Assignment and Certificate must be guaranteed with a medallion signature guarantee by an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein) any (a) bank, (b) broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer and government securities broker, (c) credit union, (d) national securities exchange, registered securities association or clearing agency, or (e) savings association. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:]

RIGHTS CERTIFICATE. THE MANITOWOC COMPANY, INC. This certifies that , or its registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner holder thereof, subject to the terms, provisions and conditions of the Stockholder Rights Agreement, Agreement dated as of March 21November 26, 2007 2017, as amended from time to time (the “Rights Agreement”), between The Manitowoc CompanyXxxxXxxxx Energy, Inc., a Wisconsin Delaware corporation (the “Company”), and Computershare American Stock Transfer & Trust Company, N.A.LLC, a federally chartered savings association as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (p.m., New York City time) , on March 29November 26, 2017 2018, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable non-assessable share of common stockSeries B Junior Participating Preferred Stock, par value $0.01 0.001 per shareshare (the “Preferred Stock”), of the Company (the “Common Stock”)Company, at a purchase price of $220.00 76.00 per one one-thousandth share of Preferred Stock (the “Purchase Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which that may be purchased upon exercise thereof) set forth above, and the Purchase Exercise Price per share as set forth above, are such numbers the number and Purchase Exercise Price as of March 30November 26, 20072017, based on the Common Preferred Stock as constituted at such date date, and are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. Upon Capitalized terms used and not defined herein shall have the meanings specified in the Rights Agreement. From and after the occurrence of a Triggering Flip-In Event (as such term is defined in the Rights Agreement)or Flip-Over Event, if the Rights evidenced by this Rights Certificate are beneficially owned Beneficially Owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement)Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person)Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, concurrently with or after such transfer, became an Acquiring Person, such Rights Person or an Affiliate or Associate of an Acquiring Person shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Triggering Flip-In Event or Flip-Over Event. The Board of Directors Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void as long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Company mayRights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, at its option, at any time after any person becomes an Acquiring Person the Exercise Price and prior to the acquisition by such person number and kind of 50% shares of Preferred Stock or more other securities which may be acquired upon the exercise of the shares of Common Stock then outstanding, exchange all or part of the then outstanding and exercisable Rights (other than those held evidenced by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, this Rights Certificate are subject to adjustment. Immediately modification and adjustment upon the action happening of the Board of Directors of the Company ordering an exchange of the Rightscertain events, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the shares of Common Stock issuable by the Company in exchange for such Rightsincluding Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandth of Common a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Right, payable, at the election of the Company, in cash or shares of Common Stock, Right at any time prior to the earlier of the close Close of business Business on (i) the tenth Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement), and (ii) the Final Expiration Date (as such term is defined in the Rights Agreement)Date. After the expiration of the redemption period, the Company’s right of redemption may be reinstated if At any time after a person becomes an Acquiring Person reduces his beneficial ownership and prior to 10the acquisition by such person of 50% or less more of the outstanding shares Common Stock, the Board may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per each outstanding Right or, in one or more transactions not involving the Company. Immediately upon action of the Board of Directors certain circumstances, other equity securities of the Company ordering redemption of which are deemed by the Rights, Board to have the Rights will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the redemption price for each Right so held. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the same value as shares of Common Stock) as set forth in the Rights Agreement, subject to adjustment. The Company is not required to issue any No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby. In lieu thereofhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, the Company which may, at its sole optionthe election of the Company, make be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Common Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of , 20 . Attest: THE MANITOWOC COMPANYXXXXXXXXX ENERGY, INC. By NameBy: Name: Title: TitleCOUNTERSIGNED: Countersigned: Attest: COMPUTERSHARE TRUST COMPANYDated as of , N.A. By Name. American Stock Transfer & Trust Company, LLC, as Rights Agent By: Name: Title: Title: [Form of Reverse Side of Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 20 Signature Signature Guaranteed: Signatures on this Assignment and Certificate must be guaranteed with a medallion signature guarantee by an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein) any (a) bank, (b) broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer and government securities broker, (c) credit union, (d) national securities exchange, registered securities association or clearing agency, or (e) savings association. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:]

RIGHTS CERTIFICATE. THE MANITOWOC COMPANY, INC. This certifies that _____________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the First Amended and Restated Rights Agreement, dated as of March 21, 2007 amended (the “"Rights Agreement”), between The Manitowoc Company, Inc., a Wisconsin corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered savings association (the “Rights Agent”), ") to purchase from Ascential Software Corporation (the Company "Company") at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York p.m., Boston time) , on March 29July 25, 2017 2005, at the office or offices of EquiServe Trust Company, N.A. (the "Rights Agent Agent") designated for such purpose, or at the office of its successors successor as Rights Agent, one fully paid, paid and nonassessable share of common stockCommon Stock, par value $0.01 .0l per share, (the "Common Shares"), of the Company (the “Common Stock”)Company, at a purchase price of $220.00 60.00 per share Common Share (the “"Purchase Price”"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares Common Shares which may be purchased upon exercise thereofhereof) set forth above, and above are the Purchase Price per share set forth above, are such numbers number and Purchase Price as of March 30August 12, 20071997, based on the Common Stock Shares as constituted at such date date. As provided in the Rights Agreement, the Purchase Price and the number and kind of Common Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person), or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Triggering Event. The Board of Directors of the Company may, at its option, at any time after any person becomes an Acquiring Person and prior to the acquisition by such person of 50% or more of the shares of Common Stock then outstanding, exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, subject to adjustment. Immediately upon the action of the Board of Directors of the Company ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the shares of Common Stock issuable by the Company in exchange for such Rightsevents. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and hereof. Reference is made to which the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent and also available upon written request Agent. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company, at its option, at a redemption price of $.01 per Right or (ii) may be exchanged by the Company in whole or in part for Common Shares, substantially equivalent rights or other consideration as determined by the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number amount of shares of Common Stock securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions No fractional portion of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 per Right, payable, at the election of the Company, in cash or shares of Common Stock, at any time prior to the earlier of the close of business on (i) the tenth Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such term is defined in the Rights Agreement), and (ii) the Final Expiration Date (as such term is defined in the Rights Agreement). After the expiration of the redemption period, the Company’s right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in one or more transactions not involving the Company. Immediately upon action of the Board of Directors of the Company ordering redemption of the Rights, the Rights will no longer be exercisable and thereafter the only right of the holders of such Rights Share will be to receive the redemption price for each Right so held. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the shares of Common Stock) as set forth in the Rights Agreement. The Company is not required to issue any fractional shares of Common Stock issued upon the exercise of any Right or Rights evidenced hereby. In hereby but in lieu thereof, the Company may, at its sole option, make thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of the Common Stock Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________, 20 __________. AttestATTEST: THE MANITOWOC COMPANY, INC. By NameASCENTIAL SOFTWARE CORPORATION _____________________________ By: Name: Title: Title: ____________________________ Secretary President Countersigned: Attest: COMPUTERSHARE EQUISERVE TRUST COMPANY, N.A. By NameBy: Name: Title: Title: [Form of Reverse Side of Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 20 Signature Signature Guaranteed: Signatures on this Assignment and Certificate must be guaranteed with a medallion signature guarantee by an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein) any (a) bank, (b) broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer and government securities broker, (c) credit union, (d) national securities exchange, registered securities association or clearing agency, or (e) savings association. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:_________________________ Authorized Signatory

RIGHTS CERTIFICATE. THE MANITOWOC COMPANY, INC. This certifies that , or its registered assigns, is the registered owner holder of the number of Rights set forth above, each of which entitles the owner holder thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of March 21September 23, 2007 2020, as amended from time to time (the “Rights Agreement”), between The Manitowoc CompanyContango ORE, Inc., a Wisconsin Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered savings association as Rights Agent (and any successor rights agent, the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (p.m., New York City time) , on March 29September 22, 2017 2021, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable non-assessable share of common stockSeries A Junior Participating Preferred Stock, par value $0.01 per shareshare (the “Preferred Stock”), of the Company (the “Common Stock”)Company, at a purchase price of $220.00 100.00 per one one-thousandth share of Preferred Stock (the “Purchase Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate properly completed and duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which that may be purchased upon exercise thereof) set forth above, and the Purchase Exercise Price per share as set forth above, are such numbers the number and Purchase Exercise Price as of March 30September 23, 20072020, based on the Common Preferred Stock as constituted at such date date, and are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. Upon Capitalized terms used and not defined herein shall have the meanings specified in the Rights Agreement. From and after the occurrence of a Triggering Flip-In Event (as such term is defined in the Rights Agreement)or Flip-Over Event, if the Rights evidenced by this Rights Certificate are beneficially owned Beneficially Owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement)Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person)Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person Person who, concurrently with or after such transfer, became an Acquiring Person, such Rights Person or an Affiliate or Associate of an Acquiring Person shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of any such Triggering Flip-In Event or Flip-Over Event. The Board of Directors Rights evidenced by this Rights Certificate shall not be exercisable, and shall be null and void as long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Company mayRights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, at its option, at any time after any person becomes an Acquiring Person the Exercise Price and prior to the acquisition by such person number and kind of 50% shares of Preferred Stock or more other securities which may be acquired upon the exercise of the shares of Common Stock then outstanding, exchange all or part of the then outstanding and exercisable Rights (other than those held evidenced by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, this Rights Certificate are subject to adjustment. Immediately modification and adjustment upon the action happening of the Board of Directors of the Company ordering an exchange of the Rightscertain events, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the shares of Common Stock issuable by the Company in exchange for such Rightsincluding Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of Common a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Right, payable, at the election of the Company, in cash or shares of Common Stock, Right at any time prior to the earlier of the close Close of business Business on (i) the tenth Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Distribution Date (as such term is defined in the Rights Agreement), and (ii) the Final Expiration Date (as such term is defined in the Rights Agreement)Date. After the expiration of the redemption period, the Company’s right of redemption may be reinstated if At any time after a person becomes an Acquiring Person reduces his beneficial ownership and prior to 10the acquisition by such person of 50% or less more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such Acquiring Person which have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock per each outstanding Right or, in certain circumstances, other equity securities of the Company which are deemed by the Board to have the same value as shares of Common Stock, subject to adjustment. In connection with any exercise or exchange of the Rights, no holder of a Right will be entitled to receive shares of Common Stock if receipt of such shares would result in one or such holder, together with such holder’s affiliates and associates, beneficially owning more transactions than 18% of the then-outstanding Common Stock (such shares, the “Excess Shares”) and the Board determines that such holder’s receipt of Excess Shares is not involving in the best interests of the Company. Immediately upon action In lieu of such Excess Shares, such holder will only be entitled to receive cash or a note or other evidence of indebtedness with a principal amount equal to the then-current market price of the Board Common Stock multiplied by the number of Directors of the Company ordering redemption of the Rights, the Rights will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the redemption price for each Right so heldExcess Shares that would otherwise have been issuable. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the shares of Common Stock) as set forth in the Rights Agreement. The Company is not required to issue any No fractional shares of Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby. In lieu thereofhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, the Company which may, at its sole optionthe election of the Company, make be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Common Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned manually or by facsimile by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of , 20 . Attest: THE MANITOWOC COMPANYCONTANGO ORE, INC. By NameBy: Name: Title: Title: Countersigned: Attest: Dated as of , . COMPUTERSHARE TRUST COMPANY, N.A. By NameN.A., as Rights Agent By: Name: Title: Title: _________________________ Authorized Signatory [Form of Reverse Side of Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , 20 Signature Signature Guaranteed: Signatures on this Assignment and Certificate must be guaranteed with a medallion signature guarantee by an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein) any (a) bank, (b) broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer and government securities broker, (c) credit union, (d) national securities exchange, registered securities association or clearing agency, or (e) savings association. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:]