AMENDMENT NO. 1 to STOCKHOLDER RIGHTS AGREEMENT

between

CORE MOLDING TECHNOLOGIES, INC.

and

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent

This Amendment No. 1 (the “Amendment”), dated as of March 30, 2021 to the Stockholder Rights

Agreement (the “Rights Agreement”), dated as of April 21, 2020, between Core Molding Technologies,

Inc., a Delaware corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, a

New York limited liability trust company, as rights agent (the “Rights Agent”), is being executed at the

direction of the Company. Capitalized terms used and not otherwise defined herein shall have the

meanings given to them in the Rights Agreement.

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may, and the Rights

Agent shall if the Company so directs, supplement or amend the Rights Agreement prior to the

Distribution Date.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein,

the parties agree as follows:

1.

 Amendments 

 a. Section 1(w) of the Rights Agreement is hereby deleted in its entirety and replaced with the

following:

 “

Final Expiration Date

” shall mean 5:00 P.M., Columbus, Ohio time on March 31, 2021,

unless the Rights are previously redeemed, exchanged or terminated.”

b. All references to the date of “April 20, 2021” in Exhibit B (the Form of Rights Certificate) and

Exhibit C (the Form of Summary of Rights to Purchase Preferred Stock) to the Rights Agreement

shall hereby be changed to “March 31, 2021”.

2.

Remaining Terms. Those portions of the Rights Agreement that are not expressly amended hereby

shall continue in full force and effect. Notwithstanding the foregoing, the Rights Agent and the

Company acknowledge and agree that upon the Expiration Date the Rights Agreement shall terminate

and be of no further force and effect.

3.

Counterparts. This Amendment may be executed in several counterparts, each of which shall

constitute an original and all of which, when taken together, shall constitute one agreement. A

signature to this Amendment transmitted electronically shall have the same authority, effect and

enforceability as an original signature.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

The parties hereto have caused this Amendment to be executed and delivered as of the date first

written above.

CORE MOLDING TECHNOLOGIES, INC.

By: /s/ John Zimmer

Name:

John P. Zimmer

Title:

Executive Vice President, Chief

Financial Officer

AMERICAN STOCK TRANSFER &

TRUST COMPANY, LLC

By: /s/ Michael A. Nespoli

Name:

Michael A. Nespoli

Title:

Executive Director

[Signature Page to Amendment to Rights Agreement]