As filed with the Securities and Exchange Commission on November 27, 2007

Registration No. 333-145526

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 5 to
FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TITAN MACHINERY INC.

(Exact name of registrant as specified in its charter)

North Dakota		5080		45-0357838
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

4876 Rocking Horse Circle
Fargo, ND 58104-6049
(701) 356-0130

(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)

David J. Meyer
Chairman and Chief Executive Officer
Titan Machinery Inc.
4876 Rocking Horse Circle
Fargo, ND 58104-6049
(701) 356-0130

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Melodie R. Rose	W. Morgan Burns
Alexander Rosenstein	Jonathan R. Zimmerman
Fredrikson & Byron, P.A.	Faegre & Benson LLP
200 South Sixth Street	2200 Wells Fargo Center
Suite 4000	90 South Seventh Street
Minneapolis, MN 55402-1425	Minneapolis, MN 55402-1425
(612) 492-7000	(612) 766-7000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

If this Form is a post effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered

Proposed Maximum

Aggregate Offering

Price(1)(2)

Amount of

Registration
Fee(3)

Common stock, par value $0.00001 per share

57,902,500

1,778

(1) In accordance with Rule 457(o) under the Securities Act of 1933, the number of shares being registered and the proposed maximum offering price per share are not included in this table.

(2) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act.

(3) Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 5 to the Registration Statement on Form S-1 of Titan Machinery Inc. is filed solely for the purpose of filing Exhibits 3.1, 3.2, 4.2, 4.3, 4.4, 4.5, 5.1, 10.2, 10.3, 10.25, 10.26, 10.27, 10.28, 10.29, 10.30, 10.31, 10.32, 10.33, 10.34, and 10.35, thereto.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than the underwriting discounts and commissions, payable by us in connection with the sale of common stock being registered. All amounts shown are estimates, except the SEC registration fee, the Financial Industry Regulatory Authority, Inc. filing fee and the Nasdaq Global Market listing fee.

	Amount
SEC registration fee	$	1,778
FINRA fee	$	6,290
Nasdaq Global Market listing fee	$	100,000
Blue sky fees and expenses	$	1,000
Legal fees and expenses	$	400,000
Accounting fees and expenses	$	60,000
Printing expenses	$	200,000
Transfer agent and registrar fees and expenses	$	20,000
Miscellaneous	$	210,932
Total	$	1,000,000

Item 14. Indemnification of Directors and Officers.

We intend to reincorporate under Delaware law prior to consummation of this offering. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to an action by reason of the fact that he or she was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of an action by or in right of the corporation, no indemnification may generally be made in respect of any claim as to which such person is adjudged to be liable to the corporation. Our bylaws, which will become effective upon the closing of this offering, provide that we will indemnify and advance expenses to our directors and officers (and may choose to indemnify and advance expenses to other employees and other agents) to the fullest extent permitted by law, subject to certain procedural and other requirements set forth in the bylaws; provided, however, that in the event the corporation enters into an indemnification agreement with such directors or officers, such agreement controls. Our bylaws also permit us to carry insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our bylaws permit indemnification. We intend to obtain a directors’ and officers’ liability insurance policy prior to the closing of this offering.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for any:

· breach of a director’s duty of loyalty to the corporation or its stockholders;

· act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

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· unlawful payment of dividends or redemption of shares; or

· transaction from which the director derives an improper personal benefit.

Our certificate of incorporation provides that our directors are not personally liable for breaches of fiduciary duties to the fullest extent permitted by the Delaware General Corporation Law.

These limitations of liability do not apply to liabilities arising under federal securities laws and do not affect the availability of equitable remedies such as injunctive relief or rescission.

Section 145(g) of the Delaware General Corporation Law permits a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation. Our bylaws, which will become effective upon the closing of this offering, permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our bylaws permit indemnification. We intend to obtain a directors’ and officers’ liability insurance policy prior to the closing of this offering.

As permitted by the Delaware General Corporation Law, we intend to enter into indemnity agreements with each of our directors and officers that require us to indemnify such persons against various actions including, but not limited to, third-party actions where such director or officer, by reason of his or her corporate status, is a party or is threatened to be made a party to an action, or by reason of anything done or not done by such director or officer in any such capacity. We intend to indemnify directors and officers against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf such directors and officers, and for any expenses actually and reasonably incurred by such directors and officers in connection with such action, if such directors or officers acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal proceeding, had no reasonable cause to believe their conduct was unlawful. We also intend to advance to our directors and officers expenses (including attorney’s fees) incurred by such directors or officers in advance of the final disposition of any action after the receipt by the corporation of a statement or statements from directors or officers requesting such payment or payments from time to time, provided that such statement or statements are accompanied by an undertaking, by or on behalf of such directors or officers, to repay such amount if it shall ultimately be determined that they are not entitled to be indemnified against such expenses by the corporation.

The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification or advancement of expenses, including, among others, provisions about providing notice to the corporation of any action in connection with which a director or officer seeks indemnification or advancement of expenses from the corporation, and provisions concerning the determination of entitlement to indemnification or advancement of expenses.

Prior to the closing of this offering we plan to enter into an underwriting agreement, which will provide that the underwriters are obligated, under some circumstances, to indemnify our directors, officers and controlling persons against specified liabilities.

Item 15. Recent Sales of Unregistered Securities.

In the three years preceding the filing of this registration statement, we issued the securities described below that were not registered under the Securities Act of 1933, as amended (the “Securities Act”). None of the transactions involved any underwriters, underwriting discounts, or commissions or any public offering, and we believe each transaction, if deemed to be a sale of a security, was exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof, Regulation D promulgated thereunder, or Rule 701 pursuant to compensatory benefit plans and contracts relating to compensation as provided under Rule 701 based on the limited number of offerees in any such offering,

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representations and warranties made by such offerees in the particular transactions, or the identity of such offerees as either accredited investors or our executive officers.

1. On April 15, 2005, we completed the sale of $1.8 million in subordinated convertible debentures, along with a warrant for the purchase of 115,650 shares of common stock, to a single accredited investor, Titan Income Holdings, LLLP. The proceeds from this offering were used for working capital and general corporate purposes, including acquisitions. No other offerings were integrated with this offering.

2. In November 2005, we completed the sale of a $3,000,000 subordinated convertible note to a single accredited investor, CNH Capital America, LLC. The aggregate amount raised in the offering was $3,000,000. The proceeds from this offering were used for an acquisition.

3. In January 2006, we issued a warrant for the purchase of 160,625 shares of common stock to CNH Capital America, LLC, an accredited investor, in connection with a lending arrangement pursuant to which CNH Capital provided a line of credit in the aggregate amount of $7,500,000 and we received $50 in cash consideration. The proceeds from the lending arrangement were used for working capital and general corporate purposes including acquisitions.

4. On March 24, 2006, we issued a warrant for the purchase of 80,313 shares of common stock to CNH Capital America, LLC, an accredited investor, in connection with a draw under the $7,500,000 loan facility with CNH Capital.

5. On April 1, 2006 and October 18, 2006, we issued options to purchase an aggregate of 95,000 shares of common stock to four employees, and on March 17, 2006 and August 1, 2006, we issued an aggregate of 15,388 shares of restricted stock to two employees. These options were issued pursuant to Rule 701.

6. On August 1, 2007, we issued an aggregate of 323,533 shares of Series D Preferred Stock to individuals affiliated with Red Power International, Inc., each of whom is an accredited investor, in connection with our acquisition of Red Power’s Case IH and New Holland dealership in Crookston, Minnesota.

7. Effective prior to the closing of the offering contemplated by this registration statement, we intend to issue an aggregate of 1,641,981 shares of common stock to David Meyer, Adam Smith Growth Partners, David Christianson, Adam Smith Activist Fund, Earl Christianson and C.I. Farm Power in exchange for the cancellation of $3,350,000 in principal amount of convertible subordinated debentures that bear interest at 9% or 10% per annum. We will receive no proceeds in connection with this exchange. Each of these debenture holders is an accredited investor.

8. On August 1, 2007, we issued 1,914 shares of restricted stock to one employee. These restricted shares were issued pursuant to Rule 701.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

The exhibits filed with this registration statement are set forth on the Exhibit Index filed as part of this registration statement on page II-6.

Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered, and the offering of these securities at that time shall be deemed to be the initial bona fide offering.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 5 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fargo, State of North Dakota on this 27th day of November, 2007.

	TITAN MACHINERY INC.
	By:	/s/ DAVID J. MEYER
		David J. Meyer
		Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

In accordance with the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the date stated.

Signature

Title

Date

/s/ DAVID J. MEYER

Chairman of the Board and Chief Executive Officer

November 27, 2007

David J. Meyer

(principal executive officer)

President, Chief Financial Officer and Director

November 27, 2007

Peter Christianson

(principal financial and accounting officer)

Director

November 27, 2007

Gordon Paul Anderson

Director

November 27, 2007

John Bode

Director

November 27, 2007

Tony Christianson

Director

November 27, 2007

James Irwin

Director

November 27, 2007

James Williams

/s/ DAVID J. MEYER

By:

David J. Meyer
Attorney-in-fact

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TITAN MACHINERY INC.
REGISTRATION STATEMENT ON FORM S-1
EXHIBIT INDEX

No.				Description
1.1***				Form of Underwriting Agreement.
3.1				Certificate of Incorporation of the registrant to be effective immediately prior to the closing of the offering.
3.2				Bylaws of the registrant to be effective immediately prior to the closing of the offering.
4.1*				Specimen Certificate representing shares of common stock of Titan Machinery Inc.
4.2				Common Stock Purchase Warrant, dated April 7, 2003, in favor of Cherry Tree Securities, LLC.
4.3				Common Stock Purchase Warrant, dated August 1, 2004, in favor of Cherry Tree Securities, LLC.
4.4				Common Stock Purchase Warrant, dated April 15, 2005, in favor of Titan Income Holdings, LLLP.
4.5				Common Stock Purchase Warrant, dated February 15, 2005, in favor of Titan Income Holdings, LLLP.
5.1				Opinion of Fredrikson & Byron, P.A.
10.1***				2005 Equity Incentive Plan.**
10.2				Employment Agreement, dated November 14, 2007, between David Meyer and the registrant.**
10.3				Employment Agreement, dated November 14, 2007, between Peter Christianson and the registrant.**
10.4*				Non-employee Director Compensation Policy.**
10.5***				Agricultural Equipment Sales & Service Agreement, dated December 31, 2002, between Case, LLC and the registrant.
10.6***				Construction Equipment Sales & Service Agreement, dated effective April 8, 2003, between Case, LLC and the registrant.
10.7***				Dealer Agreement, dated April 14, 2003, between New Holland North America, Inc. and the registrant, as amended December 27, 2005 and December 9, 2006.
10.8***				Construction Equipment Sales & Service Agreement, dated effective June 15, 2006, between CNH America, LLC and the registrant.
10.9***				Dealer Agreement, effective February 20, 2007, between CNH America LLC and the registrant.
10.10***				Dealer Agreement, dated effective June 22, 2006, between CNH America LLC and the registrant.
10.11***				Dealer Agreement, dated April 1, 2006, between CNH America and the registrant.
10.12***				Dealer Agreement, dated April 1, 2005, between CNH America LLC and the registrant.
10.13***				Dealer Agreement, dated effective January 1, 2000, between New Holland North America, Inc. and the registrant.
10.14***				Dealer Security Agreements between New Holland North America, Inc. and the registrant.
10.15***				Dealer Security Agreements between CNH America LLC and the registrant.
10.16***				Lease by and between Rocking Horse Farm, LLC and the registrant, dated August 2, 2004, and Addendum No. 1 thereto dated September 13, 2005.
10.17***				Wholesale Floor Plan Credit Facility and Security Agreement, dated as of February 21, 2006, between CNH Capital America LLC and the registrant.

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10.18***		Agreement for Wholesale Financing, dated June 29, 2004, between GE Commercial Distribution Finance Corporation and the registrant (and amendments dated January 24, 2007, November 7, 2005, June 29, 2004).
10.19***		Loan Agreement, dated August 7, 2007, between Bremer Bank, N.A. and the registrant.
10.20***		Shareholder Rights Agreement, dated April 7, 2003, by and between the registrant and the individuals listed on Schedule A.
10.21***		Amendment No. 1 to Shareholder Rights Agreement, dated January 31, 2006, by and between the registrant and the individuals listed on Schedule A.
10.22***		Form of Incentive Stock Option Agreement under the 2005 Equity Incentive Plan.
10.23***		Form of Non-Qualified Stock Option Agreement under the 2005 Equity Incentive Plan.
10.24***		Form of Restricted Stock Agreement under the 2005 Equity Incentive Plan.
10.25		Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement, dated November 13, 2007, between CNH Capital America LLC and the registrant.
10.26		Consent and Agreement, dated November 13, 2007, between CNH Capital America LLC and the registrant.
10.27		Amendment to Case IH Agricultural Equipment Sales and Service Agreement, dated November 14, 2007, between CNH America LLC and Red Power International, Inc.
10.28		Amendment to Case IH Agricultural Equipment Sales and Service Agreements, dated November 14, 2007, between CNH America LLC and the registrant.
10.29		Amendment to Case Construction Equipment Sales and Service Agreements, dated November 14, 2007, between CNH America LLC and the registrant.
10.30		Amendment to Kobelco Construction Machinery America LLC Dealer Agreement, dated November 14, 2007, between Kobelco Construction Machinery America LLC and the registrant.
10.31		Amendment to CNH America LLC Dealer Agreement for New Holland Construction Products, dated November 14, 2007, between CNH America LLC and the registrant.
10.32		Amendment to CNH America LLC Dealer Agreement for New Holland Agricultural Equipment, dated November 14, 2007, between CNH America LLC and the registrant.
10.33		Recapitalization Agreement, dated effective August 16, 2007, among the registrant, David J. Meyer, C.I. Farm Power, Inc., Peter Christianson, Adam Smith Growth Partners, L.P., Adam Smith Companies, LLC, Tony J. Christianson, Adam Smith Activist Fund, LLC, David Christianson and Earl Christianson.
10.34		Form of Director and Officer Indemnification Agreement.
10.35		Agreement, dated July 17, 2007, between Cherry Tree Securities, LLC and the registrant.
23.1***		Consent of Eide Bailly LLP.
23.2		Consent of Fredrikson & Byron, P.A. (included in Exhibit 5.1).
24.1***		Power of Attorney.

* To be filed by amendment.

** Indicates management contract or compensatory plan or arrangement.

*** Previously filed.

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Exhibit 3.1

CERTIFICATE OF INCORPORATION

TITAN MACHINERY INC.

The undersigned, being of full age, for the purpose of forming a corporation under and pursuant to the General Corporation Law of the State of Delaware (the “DGCL”), as amended, hereby adopts the following Certificate of Incorporation:

ARTICLE 1 - NAME

The name of the corporation is Titan Machinery Inc.

ARTICLE 2 - REGISTERED OFFICE AND AGENT

The registered office of the corporation in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, Delaware 19904. The name of its registered agent at such address is National Registered Agents, Inc.

ARTICLE 3 - PURPOSES

The nature of the business or purposes to be conducted or promoted by the corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE 4 - CAPITAL STOCK

4.1) The aggregate number of shares the corporation has authority to issue shall be 30,000,000 shares, which shall have a par value of $0.00001 per share, and which shall consist of 25,000,000 shares of common stock and 5,000,000 undesignated shares. The Board of Directors has the authority, without first obtaining approval of the stockholders of the corporation or any class thereof, to establish from the undesignated shares, by resolution adopted and filed in the manner provided by law, one or more series of preferred stock and to fix the powers, preferences, rights and limitations of such class or series.

4.2) No holder of shares of the corporation of any class now or hereafter authorized has any preferential or preemptive right to subscribe for, purchase or receive any shares of the corporation of any class now or hereafter authorized, or any options or warrants for such shares, which may at any time be issued, sold or offered for sale by the corporation.

4.3) No holder of shares of the corporation of any class now or hereafter authorized shall be entitled to cumulative voting.

ARTICLE 5 - MEETINGS AND BOOKS

5.1) Meetings of the stockholders may be held within or outside the State of Delaware, as the Bylaws may provide. Elections of directors need not be by written ballot unless and except to the extent that the Bylaws so provide.

5.2) Special Meetings of stockholders of the corporation may be called upon notice provided in accordance with this Certificate of Incorporation by the Chairman of the Board of Directors, the Chief Executive Officer, the President or the Board of Directors pursuant to a resolution approved by the Board of Directors.

5.3) The books of the corporation may be kept within or (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the corporation.

ARTICLE 6 – GOVERNING BODY

6.1) The governing body of this corporation shall be known as the Board of Directors, and the number of directors of the corporation may from time to time be increased or decreased in such manner as shall be provided by the Bylaws of the corporation. The exact number of directors shall be fixed from time to time pursuant to a resolution adopted by the directors or as provided in the Bylaws of the corporation.

6.2) The Board of Directors shall be and is divided into three (3) classes: Class I, Class II and Class III. In the event of any increase or decrease in the authorized number of directors, (i) each director then serving as such shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term, subject to his earlier death, resignation or removal, and (ii) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors among the three classes of directors so as to maintain the number of directors in each class as nearly equal as is reasonably possible. To the extent possible, any newly created directorships shall be added to those classes whose terms of office are to expire at the latest dates following such allocation, and any newly eliminated directorships shall be subtracted from those classes whose terms of offices are to expire at the earliest dates following such allocation, unless otherwise provided from time to time by resolution adopted by the Board of Directors.

6.3) Elections of directors need not be by written ballot except as and to the extent provided in the Bylaws of the corporation.

6.4) Each director shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected; provided , that each initial director in Class I shall serve for a term expiring at the corporation’s annual meeting held in 2008; each initial director in Class II shall serve for a term expiring at the corporation’s annual meeting held in 2009; and each initial director in Class III shall serve for a term expiring at the corporation’s annual meeting held in 2010; provided, further , that the term of each director shall continue until the election and qualification of his successor and shall be subject to his earlier death, resignation or removal.

6.5) Directors may only be removed for cause, except as otherwise required by law, by the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the shares entitled to vote generally in the election of directors. Except as required by law or the provisions of this Certificate of Incorporation, all vacancies on the Board of Directors and newly-created directorships shall be filled by the Board of Directors. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.

6.6) Notwithstanding the foregoing provisions of this Article 6, whenever the holders of one or more classes established by the Board of Directors from the undesignated shares authorized by this Certificate of Incorporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships, including whether such directors so elected shall not be divided into classes pursuant to this Article 6, shall, to the extent inconsistent with this Article 6, be governed by the terms of the certificate of designation applicable thereto.

ARTICLE 7 - INCORPORATOR

The name and mailing address of the incorporator are as follows:

David Meyer	Titan Machinery Inc.
	4876 Rocking Horse Circle
	Fargo, ND 58104-6049

ARTICLE 8 – LIMITATION OF DIRECTOR LIABILITY

To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, a director of this corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of the foregoing provisions of this Article 8 by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE 9 - BYLAWS

In furtherance of and not in limitation of the power conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the corporation. The Bylaws of the corporation may be altered, amended or repealed, or new Bylaws may be adopted, by the Board of Directors in accordance with the preceding sentence or at any annual or special meeting of stockholders by the vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the shares of the corporation entitled to vote generally in the election of directors; provided, that if such alteration, amendment, repeal or adoption of new Bylaws is effected at a duly called special meeting of stockholders, notice of such alteration, amendment, repeal or adoption of new Bylaws is contained in the notice of such special meeting.

ARTICLE 10 - STOCKHOLDER ACTION

Any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly called annual or special meeting of stockholders of the corporation and may not be effected by any consent in writing by such stockholders pursuant to Section 228 of the DGCL or any other provision of the DGCL.

ARTICLE 11 – AMENDMENTS

The Board of Directors may adopt a resolution proposing to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the shares of the corporation entitled to vote generally in the election of directors shall be required to amend, alter or repeal, or to adopt any provision inconsistent with, Articles 5, 6, 8, 9, 10 and 11 of this Certificate of Incorporation.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the DGCL, does make this Certificate, hereby declaring and certifying that this is his act and deed and the facts herein stated are true, and accordingly has hereunto set his hand this day of , 2007.


	David Meyer

Exhibit 3.2

BYLAWS

TITAN MACHINERY INC.

ARTICLE 1.

OFFICES

The registered office of the corporation shall be located at 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, Delaware 19904. The corporation may also have offices and places of business at such other places, within or without the State of Delaware, as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE 2.

MEETINGS OF STOCKHOLDERS

2.1) Time and Place. The annual meeting and all special meetings of stockholders may be held at such time and place within or without the State of Delaware as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. The Board of Directors may, in its sole discretion, determine that stockholder meetings shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the Delaware General Corporation Law. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication (a) participate in a meeting of stockholders; and (b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication; provided, that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder; (ii) the corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (iii) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

2.2) Annual Meetings. The annual meeting of stockholders shall be held on such day of such month of each year as shall be determined by the Board of Directors or, if the Board shall fail to act, by the Chief Executive Officer or President. At the annual meeting the stockholders, voting as provided in the Certificate of Incorporation or by law or in these Bylaws, shall elect directors and shall transact such other business as may properly be brought before the meeting.

2.3) Special Meetings. A special meeting of the stockholders may be called only as provided in the corporation’s Certificate of Incorporation (including any certificates of designation filed pursuant thereto). Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting.

2.4) Notice. Written notice of the place, date and hour of any annual or special meeting of stockholders shall be given personally or by mail to each stockholder entitled to vote thereat, at such stockholder’s address as it appears on the records of the corporation, not less than ten (10) nor more than sixty (60) days prior to the meeting. Notice of any special meeting shall state the purpose or purposes for which the meeting is called. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, either before or after such meeting, and to the extent permitted by law, will be waived by any stockholder by his attendance thereat, in person or by proxy. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

2.5) Stockholder List. The officer who has charge of the stock ledger of the corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for at least ten (10) days prior to the meeting, at a place within the city where the meeting is to be held. The list shall also be produced at the time and place of the meeting, and open for inspection by any stockholder during the meeting.

2.6) Quorum and Adjourned Meetings. The holders of a majority of all shares outstanding and entitled to vote, represented either in person or by proxy, shall constitute a quorum for the transaction of business at any annual or special meeting of the stockholders. In case a quorum is not present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented; provided , however , that if the adjournment is for more than thirty (30) days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session shall be given in the manner heretofore described. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting.

2.7) Voting. At each meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person or by proxy. Except as otherwise provided by law or the Certificate of Incorporation, each stockholder of record shall be entitled to one (1) vote for each share of stock having voting power standing in his name on the books of the corporation. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all matters shall be determined by vote of a majority of the shares present or represented at such meeting and entitled to vote voting on such questions.

2.8) Nominations and other Business.

(a) Annual Meetings of Stockholders.

(i) Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (A) by or at the direction of the Chairman of the Board or the Board of Directors generally, (B) pursuant to the corporation’s notice of meeting (or any supplement thereto) or (C) by any stockholder of the corporation who is entitled to vote at the meeting and who complies with the notice procedures set forth in clauses (ii) and (iii) of this paragraph and who was a stockholder of record at the time such notice is delivered to the Secretary of the corporation.

(ii) For nominations or other business to be properly brought before an annual meeting by a stockholder, pursuant to clause (C) of paragraph 2.8 (a)(i) of these Bylaws (or before a special meeting of stockholders pursuant to paragraph 2.8(b) of these Bylaws), the stockholder must have given timely notice thereof in writing to the Secretary of the corporation and any such proposed business other than the nominations of persons for election to the Board of Directors must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the corporation not less than one hundred and twenty days prior to the date of the corporation’s proxy statement released to stockholders in connection with the preceding year’s annual meeting; provided , however , that if the corporation did not hold an annual meeting the preceding year or if the date of the annual meeting is changed by more than thirty days from the date of the preceding year’s annual meeting, to be timely, notice by the stockholder must be delivered not later than the close of business on the tenth day following the day on which public notice of the date of such annual meeting is made by the corporation. In no event shall the adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (A) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case including any successor rule or regulation thereto, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and of any beneficial owner on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and any beneficial owner on whose behalf the nomination or proposal is made (1) the name and address of such stockholder, as they appear on the corporation’s books, and the name, address and phone number of such beneficial owner, (2) the number and class of shares of capital stock of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (3) a description of any and all arrangements or understandings between such stockholder and such beneficial owner, (4)

a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (5) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (B) otherwise to solicit proxies from stockholders in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule l4a-8 (or any successor thereof) promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the corporation to solicit proxies for such annual meeting. The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the corporation.

(iii) Notwithstanding anything in the second sentence of paragraph 2.8(a)(ii) of these Bylaws to the contrary, in the event that the number of directors to be elected to the Board of Directors of the corporation is increased and there is no public announcement made by the corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred and twenty days prior to the date of the corporation’s proxy statement released to stockholders in connection with the preceding year’s annual meeting, a stockholder’s notice under this paragraph shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the corporation.

(b) Special Meetings of Stockholders. Only such business as shall have been brought before the special meeting of the stockholders pursuant to the notice or waiver of notice of the meeting shall be conducted at such meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the notice or waiver of notice of the meeting (A) by or at the direction of the Board of Directors or (B) provided that the Board of Directors has determined that directors shall be elected pursuant to the corporation’s notice of meeting, by any stockholder of the corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in these Bylaws and who is a stockholder of record at the time such notice is delivered to the Secretary of the corporation. Nominations by stockholders of persons for election to the Board of Directors may be made at such special meeting of stockholders if the stockholder’s notice as required by paragraph 2.8(a)(ii) of these Bylaws shall be delivered to the Secretary at the principal executive offices of the corporation within a reasonable time before the corporation prints and mails its proxy materials in connection with such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be

elected at such meeting. In no event shall the adjournment of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

(i) Other than as set forth in Section 3.8 of these Bylaws, only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws. Except as otherwise provided by law or by the corporation’s Certificate of Incorporation, as amended, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall be disregarded.

(ii) The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting.

(iii) In advance of any meeting of stockholders, the Board of Directors shall appoint one or more inspectors to act at the meeting and make a written report thereof and may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability and may perform such other duties not inconsistent herewith as may be requested by the corporation.

(iv) For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, PR Newswire, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act.

(v) Notwithstanding the foregoing provisions of these Bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws. Nothing in these Bylaws shall be deemed to affect any right of (A) a stockholder to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (B) the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation, as amended.

2.9) Order of Business. The suggested order of business at the annual meeting and, to the extent appropriate, at all other meetings of the stockholders shall, unless modified by the presiding chairman, be:

(a)	Call of roll
(b)	Proof of due notice of meeting or waiver of notice
(c)	Determination of existence of quorum
(d)	Reading and disposal of any unapproved minutes
(e)	Annual reports of officers and committees
(f)	Election of directors
(g)	Unfinished business
(h)	New business
(i)	Adjournment.

ARTICLE 3.

DIRECTORS

3.1) Number, Election, Qualification and Term of Office. The Board of Directors shall consist of three or more members. The number of directors may be increased or decreased from time to time exclusively by action of the Board of Directors; provided , that the number of directors shall not be decreased below three. Except as provided in Section 3.2 of these Bylaws, directors shall be elected by a plurality of the votes of the stockholders present in person or represented by written proxy at the annual meeting. Each director so elected shall hold office until the next annual stockholders’ meeting (or in the case of a classified or staggered Board of Directors, until the annual stockholders’ meeting at which such director’s class is up for re-election) and until said director’s successor is duly elected and qualified, or until his or her earlier death, resignation, or removal.

3.2) Vacancies on Board of Directors. Vacancies on the Board of Directors, whether occurring by reason of death, resignation, disqualification or removal of a director or from an increase in the number of directors, shall be filled in the manner set forth in the corporation’s Certificate of Incorporation.

3.3) Quorum and Voting. A majority of the total number of directors shall constitute a quorum for the transaction of business; provided , however , that if any vacancies exist by reason of death, resignation, disqualification, removal or otherwise, a majority of the remaining directors shall constitute a quorum for the purpose of filling of such vacancies. Except as otherwise required by law or the Certificate of Incorporation, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

3.4) Board Meeting; Place and Notice. Meetings of the Board of Directors may be held from time to time at any place within or without the State of Delaware that the Board of Directors may designate. In the absence of designation by the Board of Directors, Board meetings shall be held at the principal executive office of the corporation, except as may be

otherwise unanimously agreed orally, or in writing, or by attendance. Any director may call a Board meeting by giving notice to all directors of the date and time of the meeting, which notice shall be given in sufficient time for the convenient assembly of the directors thereat. The notice need not state the purpose of the meeting, and may be given by mail, telephone, telegram, email or other electronic transmission or in person. If a meeting schedule is adopted by the Board, or if the date and time of a Board meeting has been announced at a previous meeting, no notice is required.

3.5) Compensation. Directors and members of any committee of the Board shall receive only such compensation therefor as may be determined from time to time by resolution of the Board of Directors, or any authorized committee thereof. Nothing herein contained shall be construed to exclude any director from serving the corporation in any other capacity and receiving proper compensation therefor.

3.6) Committees of the Board. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each to consist of one or more of the directors, each of which, to the extent provided in such resolution, shall have and may exercise the authority of the Board in the management of the business of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

3.7) Order of Business. The suggested order of business at any meeting of the Board of Directors shall, to the extent appropriate and unless modified by the presiding chairman, be:

(a)	Roll call
(b)	Proof of due notice of meeting or waiver of notice, or unanimous presence and declaration by Chief Executive Officer or President
(c)	Determination of existence of quorum
(d)	Reading and disposal of any unapproved minutes
(e)	Reports of officers and committees
(f)	Election of officers
(g)	Unfinished business
(h)	New business
(i)	Adjournment.

3.8) Resignations and Removals. Any director may resign at any time by delivering his or her written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective t the pleasure of the Board of Directors. When one (1) or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office

for the unexpired portion of the term of the director whose place shall be vacated and until his or her successor shall have been duly elected and qualified.

ARTICLE 4.

OFFICERS

4.1) Number and Designation. The Board of Directors shall elect a Chief Executive Officer, a President, a Secretary and a Treasurer, and may elect or appoint a Chairman of the Board, one or more Vice Presidents and such other officers and agents as it may from time to time determine. Any number of offices may be held by the same person.

4.2) Election, Term of Office and Qualifications. Unless otherwise provided at the time of election or appointment, each officer shall hold office until such officer’s successor is elected or appointed and shall qualify or until such officer’s earlier death or resignation; provided , however , that any officer may be removed with or without cause by the affirmative vote of a majority of the entire Board of Directors (without prejudice, however, to any contract rights of such officer).

4.3) Vacancies in Offices. If there be a vacancy in any office of the corporation, by reason of death, resignation, removal or otherwise, such vacancy may be filled for the unexpired term by the Board of Directors.

4.4) Chairman of the Board. The Board of Directors may, in its discretion, elect one of its number as Chairman of the Board. Unless the Board shall otherwise decide, the Chairman shall preside at all meetings of the stockholders and of the Board and shall exercise general supervision and direction over the more significant matters of policy affecting the affairs of the corporation, including particularly its financial and fiscal affairs. The Chairman of the Board may call a meeting of the Board whenever the Chairman deems it advisable.

4.5) Chief Executive Officer. The Chief Executive Officer shall have general active management of the business of the corporation. In the absence of the Chairman of the Board, the Chief Executive Officer shall preside at all meetings of the stockholders and Board of Directors. The Chief Executive Officer of the corporation and shall see that all orders and resolutions are carried into effect.

4.6) President. The corporation may also have a President who shall participate in the general active management of the business of the corporation. In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall preside at all meetings of the stockholders and Board of Directors. The President shall assist the Chief Executive Officer of the corporation to see that all orders and resolutions are carried into effect.

4.7) Vice President. Each Vice President shall have such powers and shall perform such duties as may be specified in these Bylaws or prescribed by the Board of Directors. In the event of absence or disability of the Chief Executive Officer and President, the Board of

Directors may designate a Vice President or Vice Presidents to succeed to the powers and duties of the President until a successor President has been appointed and qualified.

4.8) Secretary. The Secretary shall be secretary of and shall attend all meetings of the stockholders and Board of Directors. The Secretary shall act as clerk and shall record all the proceedings of such meetings in the minute book of the corporation. The Secretary shall give proper notice of meetings of stockholders and directors. The Secretary may, with the Chairman of the Board, Chief Executive Officer, President or Vice President, sign all certificates representing shares of the corporation and shall perform the duties usually incident to the Secretary’s office and such other duties as may be prescribed by the Board of Directors from time to time.

4.9) Treasurer. The Treasurer shall keep accurate accounts of all moneys of the corporation received or disbursed, and shall deposit all moneys, drafts and checks in the name of and to the credit of the corporation in such banks and depositories as the Board of Directors shall designate from time to time. The Treasurer shall have power to endorse for deposit the funds of the corporation as authorized by the Board of Directors. The Treasurer shall render to the Chairman of the Board, Chief Executive Officer, President and the Board of Directors, whenever required, an account of all of the Treasurer’s transactions as Treasurer and statements of the financial condition of the corporation, and shall perform the duties usually incident to such office and such other duties as may be prescribed by the Board of Directors from time to time.

4.10) Other Officers. The Board of Directors may appoint one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers, agents and employees as the Board may deem advisable. Each officer, agent or employee so appointed shall hold office at the pleasure of the Board and shall perform such duties as may be assigned by the Board, Chairman of the Board, Chief Executive Officer or President.

ARTICLE 5.

SHARES AND THEIR TRANSFER

5.1) Certificated or Uncertificated Stock . Shares of the corporation may be certificated, uncertificated, or a combination thereof. A certificate representing shares of the corporation shall be in such form as the Board may prescribe, certifying the number of shares of stock of the corporation owned by such stockholder. The certificates for such stock shall be numbered (separately for each class) in the order in which they are issued and shall, unless otherwise determined by the Board, be signed by the Chairman and the Secretary or an Assistant Secretary of the corporation, if there be one. Where a certificate is signed (1) by a transfer agent or an assistant transfer agent, or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such Chairman, Secretary or Assistant Secretary may be facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates shall cease to be such officer or officers of the corporation before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.

5.2) Stock Record. As used in these Bylaws, the term “stockholder” shall mean the person, firm or corporation in whose name outstanding shares of capital stock of the corporation are currently registered on the stock record books of the corporation. The corporation shall keep, at its principal executive office or at another place or places within the United States determined by the Board, a share register not more than one year old containing the names and addresses of the stockholders and the number and classes of shares held by each stockholder. The corporation shall also keep at its principal executive office or at another place or places within the United States determined by the Board, a record of the dates on which certificates representing shares were issued. Every certificate surrendered to the corporation for exchange or transfer shall be cancelled and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled (except as provided for in Section 5.4 of this Article 5).

5.3) Transfer of Shares. Transfer of shares on the books of the corporation may be authorized only by the registered holder of such shares (or the stockholder’s legal representative or duly authorized attorney in fact). In the case of shares represented by a certificate, transfer of such shares shall only occur upon surrender of the certificate duly endorsed, while transfer of uncertificated shares shall only occur upon a stockholder’s compliance with such procedures the corporation or its transfer agent may require.

5.4) Lost Certificates. In the event any stockholder claims that a certificate of stock has been lost, stolen or destroyed, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of such certificate, as the Board of Directors may prescribe.

5.5) Treasury Stock. Treasury stock shall be held by the corporation subject to disposal by the Board of Directors in accordance with the Delaware General Corporation Law, the Certificate of Incorporation and these Bylaws, and shall not have voting rights nor participate in dividends.

ARTICLE 6.

GENERAL PROVISIONS

6.1) Record Dates. In order to determine the stockholders entitled to notice of and to vote at a meeting, or entitled to receive payment of a dividend or other distribution, the Board of Directors may fix a record date which shall not be less than ten (10) days nor more than sixty (60) days preceding the date of such meeting or distribution. In the absence of action by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting shall be at the close of business on the day preceding the day on which notice is given, and the record date for determining stockholders entitled to receive a distribution shall be at the close of business on the day on which the Board of Directors authorizes such distribution.

6.2) Dividends. Subject to the provisions of law and of the Certificate of Incorporation, the Board of Directors may declare dividends from the surplus or, if there is no

surplus, the net profits of the corporation whenever and in such amounts as, in its opinion, the condition of the affairs of the corporation shall render it advisable.

6.3) Surplus and Reserves. Subject to the provisions of law, the Board of Directors in its discretion may use and apply any of the capital or surplus of the corporation to purchase or acquire any of the shares of the capital stock of the corporation in accordance with law, or any of its bonds, debentures, notes, scrip or other securities or evidences of indebtedness, or from time to time may set aside from its surplus or net profits such sums as it, in its absolute discretion, may think proper as a reserve fund to meet contingencies, for the purpose of maintaining or increasing the property or business of the corporation, or for any other purpose it may think conducive to the best interests of the corporation.

6.4) Fiscal Year. The fiscal year of the corporation shall be established by the Board of Directors.

6.5) Seal. The corporation shall have such corporate seal or no corporate seal as the Board of Directors shall from time to time determine.

6.6) Securities of Other Corporations.

(a) Voting Securities Held by the Corporation. Unless otherwise ordered by the Board of Directors, the Chief Executive Officer shall have full power and authority on behalf of the corporation (i) to attend and to vote at any meeting of security holders of other companies in which the corporation may hold securities; (ii) to execute any proxy for such meeting; and (iii) to execute a written action in lieu of a meeting of such other company. At such meeting, by such proxy or by such writing in lieu of meeting, the Chief Executive Officer shall possess and may exercise any and all rights and powers incident to the ownership of such securities that the corporation might have possessed and exercised if it had been present. The Board of Directors may, from time to time, confer like powers upon any other person or persons.

(b) Purchase and Sale of Securities. Unless otherwise ordered by the Board of Directors, the Chief Executive Officer shall have full power and authority on behalf of the corporation to purchase, sell, transfer or encumber any and all securities of any other company owned by the corporation which represent not more than ten percent (10%) of the outstanding securities of such other company, and may execute and deliver such documents as may be necessary to effectuate such purchase, sale, transfer or encumbrance. The Board of Directors may, from time to time, confer like powers upon any other person or persons.

ARTICLE 7.

MEETINGS

7.1) Waiver of Notice. Whenever any notice whatsoever is required to be given by these Bylaws, the Certificate of Incorporation or any of the laws of the State of Delaware, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the actual required notice

Attendance by a person at a meeting shall constitute a waiver of notice of such meeting except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

7.2) Participation by Conference Telephone. Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear and communicate with each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

7.3) Consents. Any action required or permitted to be taken by the Board of Directors, or any committee designated by the Board of Directors, may be taken by written consent signed all members of the Board of Directors, or all members of any committee designated by the Board of Directors. Any such written consent shall be filed with the minutes of the corporation.

ARTICLE 8.

AMENDMENTS

These Bylaws may be adopted, amended or repealed in accordance with the provisions of the corporation’s Certificate of Incorporation; provided , however , that no Bylaw adopted by the stockholders may be amended or repealed by the Board of Directors without the approval of the stockholders.

ARTICLE 9.

INDEMNIFICATION

9.1) Nature of Indemnity and Advancement of Expenses .

(a) Subject to such person meeting the eligibility standards set forth in Section 9.2 below, the corporation shall indemnify to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter may be amended, any person who was or is a party or is threatened to be made a party to any actual or threatened inquiry, investigation, action, suit, arbitration, or any other such actual or threatened action or occurrence, whether civil, criminal, administrative or investigative (except a proceeding initiated by an such person to enforce his or her rights hereunder) (hereinafter, a “Proceeding”), or any appeal from such a Proceeding, by reason of (i) the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation, or (ii) any action taken or omitted, or alleged to have been taken or omitted, in such person’s capacity as a director or officer of the corporation. Such indemnification obligation of the corporation shall also extend to any person who is or was serving at the request of the corporation in the capacity of director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, limited liability company, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, and is a party or is threatened to be made a party by

reason of (i) such capacity or (ii) by reason of any action alleged to have been taken or omitted in such capacity. Persons who are entitled to indemnification under this Section 9.1 are referred to as an “Indemnitee” or “Indemnitees.” The corporation shall indemnify Indemnitees against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred by such Indemnitee or on such Indemnitee’s behalf in connection with such Proceeding and any appeal therefrom. Further, Indemnitee’s rights to indemnification for the period of service to the corporation in a previously described capacity shall continue even after the Indemnitee no longer serves in such capacity, and shall inure to the benefit of his or her heirs, executors and administrators.

(b) Subject to Indemnitee meeting the eligibility standards set forth in Section 9.2 below, all expenses (including attorney’s fees) incurred by Indemnitee in advance of the final disposition of any Proceeding shall be paid by the corporation at the request of Indemnitee, each such payment to be made within thirty (30) calendar days after the receipt by the corporation of a statement or statements from Indemnitee requesting such payment or payments from time to time; and provided , however , that except as provided in Section 9.3 with respect to proceedings seeking to enforce rights to indemnification or advancement of expenses, the corporation shall indemnify and advance expenses to any such person seeking indemnification or advancement in connection with a Proceeding initiated by such person only if such Proceeding initiated by such person was authorized by the Board of Directors of the corporation. Any requests for advancement of expenses provided by Indemnitee shall reasonably evidence the expenses and costs incurred by Indemnitee in connection therewith, and shall include or be accompanied by (i) a written affirmation by such person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under §145 of the Delaware General Corporation Law, and (ii) a written undertaking by or on behalf of Indemnitee to reimburse such amount if it is finally determined, after all appeals by a court of competent jurisdiction, that Indemnitee is not entitled to be indemnified against such expenses by the corporation, which undertaking to reimburse any such amounts shall not be required by the corporation to be secured.

9.2) Determination of Eligibility for Indemnification and/or Advancement of Expenses .

(a) Standard of Conduct . Indemnitee shall be eligible for indemnification and/or advancement of expenses (subject to the provision of an undertaking in compliance with Section 9.1(b) above in the case of a request to advance expenses), only upon a determination, (based on the facts then known in the case of a request for advancement of expenses), that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the corporation, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. In the event of a guilty plea by Indemnitee, Indemnitee shall remain eligible for indemnification;

provided , however , that following such plea Indemnitee requests indemnification with a good faith belief that Indemnitee is eligible for indemnification under this Section 9.2(a). Indemnitee’s eligibility for indemnification shall be determined as set forth in Section 9.2(b)(i)-(iv) below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to such plea, the decision-maker identified in Sections 9.2(b)(i)-(iv) below determines that Indemnitee has met the standard of conduct set forth in this Section 9.2(a) and thus is entitled to indemnification for any items set forth in Section 9.1(a) above, then the corporation shall indemnify Indemnitee in accordance with the decision-maker’s determination.

(b) Manner of Determining Eligibility . Upon Indemnitee’s written request for indemnification or advancement of expenses, the entitlement of Indemnitee to such requested indemnification or advancement of expenses shall be determined by:

(i) the Board of Directors of the corporation by a majority vote of the directors who are not a party to such action, suit or proceeding, whether or not such majority constitutes a quorum; or

(ii) a committee of such directors designated by majority vote of such directors, whether or not such majority constitutes a quorum; or

(iii) independent legal counsel in a written opinion to the Board of Directors, or designated committee of the Board, with a copy to Indemnitee, which independent counsel shall be selected by majority vote of the corporation’s directors at a meeting at which a quorum is present, or a majority vote of the directors who are not a party to such action, suit or proceeding, or a committee of such directors; or

(iv) the corporation’s stockholders, by a majority vote of those in attendance at a meeting at which a quorum is present.

(c) Payment of Costs of Determining Eligibility . The corporation shall pay all costs associated with its determination of Indemnitee’s eligibility for indemnification or advancement of expenses.

(d) Presumptions and Effect of Certain Proceedings . The corporation’s secretary shall, promptly upon receipt of Indemnitee’s request for indemnification and/or advancement of expenses, advise in writing the Board of Directors or such other person or persons empowered to make the determination requested in Section 9.2(b), and the corporation shall thereafter promptly make such determination or initiate the appropriate process for making such determination.

9.3) Claim for Unpaid Indemnification . If a claim under Sections 9.1(a) or 9.1(b) of this Article 9 is not paid in full by the corporation within 60 days after a written request for payment has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant also shall be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such action that the claimant has not met the standards of conduct

which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.

9.4) Successful Defense . To the extent that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 9.1(a) of this Article 9 or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

9.5) Insurance . The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director or officer of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss asserted against him or her or incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under this Article 9, provided, that such insurance is available on acceptable terms, which determination shall be made by vote of a majority of the Board of Directors.

9.6) Employees and Agents . Persons who are not covered as Indemnitees by the foregoing provisions of this Article 9 and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the Board of Directors. The expenses incurred by such employees and agents may also be advanced or paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

9.7) Contract Rights; Individual Agreements Control . The provisions of this Article 9 shall be deemed to be a contract right, and any repeal or modification of this Article 9 or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing. In the event an Indemnitee enters into an agreement with the corporation pertaining to Indemnitee’s rights to indemnification and advancement of expenses under Sections 9.1(a) and 9.1(b) respecting Indemnitee’s service in one or more of the capacities described in Section 9.1(a), such agreement shall supersede the provisions of this Article 9 as to the subject matter thereof unless otherwise specifically provided in such agreement.

9.8) Severability . If any provision or provisions of this Article 9 are invalidated by any court of competent jurisdiction, then the corporation shall indemnify each affected Indemnitee to the full extent permitted by any remaining valid and applicable provision of this Article 9 to the fullest extent permitted by law.

9.9) Appearance as a Witness . Notwithstanding any other provision of this Article 9, the corporation shall pay or reimburse expenses incurred by an Indemnitee in connection with such Indemnitee’s appearance as a witness or other participation in a Proceeding at a time when such Indemnitee is not a named defendant or respondent in the Proceeding.

ARTICLE 10.

ELECTRONIC TRANSMISSION

When used in these Bylaws, the terms “written” and “in writing” shall include any “electronic transmission,” as defined in Section 232(c) of the Delaware General Corporation Law, including without limitation any telegram, cablegram, facsimile transmission and communication by electronic mail.

The undersigned, , Secretary of Titan Machinery Inc. hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by the first Board of Directors on , 2007.


		, Secretary

Exhibit 4.2

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR ANY APPLICABLE STATE SECURITIES LAWS. NO SALE OR DISPOSITION OF THIS WARRANT MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

Warrant No. 1

Void after April 7, 2013

Date of Issuance: April 7, 2003

Number of Warrant Shares: 8.938

TITAN MACHINERY INC.

COMMON STOCK PURCHASE WARRANT

THIS CERTIFIES THAT, for value received, including, without limitation, the sum of $37.50 as consideration paid for this Warrant, Cherry Tree Securities, LLC and its registered assigns (hereinafter called the “ Holder ”) is entitled to purchase from Titan Machinery Inc., a North Dakota corporation (the “ Company ”), at any time after the date hereof and ending at 5:00 p.m. Central Time on the Expiration Date (as defined in Section 2 below), the number of shares of the Company’s Common Stock(the “ Warrant Shares ”) equal to the Number of Warrant Shares (see above). The exercise price per share of this warrant shall be the Warrant Exercise Price (see Section 1 below). This Warrant may be exercised in whole or in part, at the option of the Holder and in accordance with the provisions of Sections 2 and 3 hereof.

1. Defined Terms . “ Warrant Exercise Price ” means $3.00 per share of Titan Machinery Inc. Common Stock.

2. Termination . This Warrant (and the right to purchase securities upon exercise hereof) shall terminate and expire to the extent not previously exercised at 5:00 p.m. Central Time on April 7, 2013 (the “ Expiration Date ”). If this Warrant has not been previously exercised in full prior thereto, the Company agrees to provide written notice to the Holder of the Expiration Date between 180 days and 30 days prior to the Expiration Date, provided, however, that if the Company shall fail to provide such written notice for any reason, such failure shall not extend the Expiration Date and the Company shall not be liable for any damages resulting any failure to give such notice.

3. Exercise .

3.1 Exercise . This Warrant shall initially be exercisable, at the Warrant Exercise Price, for that number of shares of Common Stock equal to the Number of Warrant Shares. From and after the completion of the Next Financing, if requested by the Company, the Holder

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agrees to surrender this Warrant to the Company in exchange for the issuance of a new Warrant of like tenor for the fixed aggregate number of shares of Common Stock issuable on exercise of this Warrant at the fixed Warrant Exercise Price.

3.2 Manner of Exercise . This Warrant may be exercised by the Holder, in whole or in part, by surrendering this Warrant, with the notice of exercise form attached hereto as Attachment A, duly executed by such Holder or by such Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full in the amount of the Warrant Exercise Price multiplied by the number of Warrant Shares purchased upon such exercise (the “ Purchase Price ”). The Purchase Price may be paid by cash, check or wire transfer.

3.3 Effective Time of Exercise . Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 3.2 above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.

3.4 Net Issue Exercise .

a. In lieu of exercising this Warrant in the manner provided above in Section 3.1, the Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to such Holder a number of Warrant Shares computed using the following formula:

X =	Y (A - B)
	A

Where:

X = the number of Warrant Shares to be issued to the Holder.

Y = the number of Warrant Shares purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation).

A = the fair market value of one Warrant Share (at the date of such calculation).

B = the Warrant Exercise Price (as adjusted to the date of such calculation).

b. For purposes of this Section 3.4, the fair market value of one Warrant Share on the date of calculation shall mean with respect to each Warrant Share:

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(i) if the exercise is in connection with an initial public offering of the Company’s Common Stock, and if the Company’s registration statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the fair market value per share shall be the product of (x) the initial “Price to Public” specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock into which each Warrant Share is convertible at the date of calculation; or

(ii) if Section 3.4b(i) above is not applicable, the fair market value of a Warrant Share shall be as determined in good faith by the Company’s Board of Directors, unless the Company is at such time subject to an acquisition, in which case the fair market value of a Warrant Share shall be deemed to be the value received by the holders of such stock pursuant to such acquisition.

3.5 Delivery to Holder . As soon as practicable, but in no event greater than ten (10) days, after the exercise of this Warrant in whole or in part, the Company at its expense will cause to be issued in the name of; and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

a. a certificate or certificates for the number of Warrant Shares to which such Holder shall be entitled, and

b. in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Holder upon such exercise as provided above.

4. Stock Fully Paid; Reservation of Warrant Shares . All shares of stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof During the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved for the purpose of issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its stock to provide for the exercise of the rights represented by this Warrant In the event that there is an insufficient number of Warrant Shares reserved for issuance pursuant to the exercise of this Warrant, the Company will take appropriate action to authorize an increase in the capital stock to allow for such issuance or similar issuance acceptable to the Holder.

5. Adjust of Warrant Exercise and Number of Warrant Shares . The number and kind of Warrant Shares purchasable upon the exercise of this Warrant and the Warrant Exercise Price shall be subject to equitable adjustment from time to time upon the occurrence of certain events, as follows:

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in the case of a subdivision, be proportionately decreased, or, in the case of a combination, be proportionately increased.

5.2 Adjustment of Number of Warrant Shares . Upon each adjustment in the Warrant Exercise Price, the number of Warrant Shares purchasable upon exercise of this Warrant shall, in the case of an increase in the Warrant Exercise Price, be proportionately decreased, or, in the case of a decrease in the Warrant Exercise Price, be proportionately increased, in either case to the nearest whole share.

5.3 Reclassification of Shares . If the Company at any time shall, by reclassification, recapitalization, combination, exchange, subdivision or otherwise, change the class of stock of which the Warrant Shares are a part into the same or a different number of shares of any other class or classes, then this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the number of Warrant Shares that were purchasable under this Warrant immediately prior to such reclassification, recapitalization, combination, exchange, subdivision or other change.

5.4 Sale or Issuance Below Warrant Exercise Price . If the Company shall at any time or from time to time prior to the Expiration Date issue or sell any of its Common Stock, options to acquire (or rights to acquire such options), or any other securities convertible into or exercisable for Common Stock for a consideration (including any amounts payable upon the exercise or conversion of any such securities exercisable for or convertible into Common Stock) per share of Common Stock less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, the Warrant Exercise Price then in effect and then applicable for any subsequent period or periods shall be adjusted to a price determined by dividing (i) an amount equal to the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the Warrant Exercise Price then in effect and (y) the consideration, if any, received by the Company upon such issue or sale (including any amounts payable upon the exercise or conversion of any such securities exercisable for or convertible into Common Stock), by (ii) the total number of shares of Common Stock outstanding immediately after such issue or sale. For purposes of this Section 5.4 , all shares of Common Stock issuable upon the exercise and/or conversion of all outstanding warrants (including this Warrant), options and convertible securities shall be deemed to be outstanding. The foregoing notwithstanding, no adjustment shall be made pursuant to this Section 5.4 , on account of a given sale to the extent that the Warrant Exercise Price is adjusted pursuant to any other Section of this Warrant. If any options, rights or other securities taken into account in any adjustment of the Warrant Exercise Price subsequently expire without exercise, the Warrant Exercise Price shall be recomputed to eliminate the effect of such expired options, rights or other securities. No adjustment shall be made hereunder upon the issuance or sale of any shares of Common Stock or preferred stock upon the exercise or conversion of any options, rights or other securities outstanding on the date hereof.

5.5 Notice of Adjustment . Whenever any adjustment in the Warrant Exercise Price is made, the Company shall promptly prepare a notice of such adjustment in the Warrant Exercise Price setting forth the adjusted Warrant Exercise Price, the number of Warrant Shares issuable upon exercise of this Warrant and the date on which such adjustment becomes effective and shall

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provide such notice of such adjustment of the Warrant Exercise Price to the Holder at the address of such Holder as provided herein.

5.6 Notice of Certain Events . The Company covenants and agrees to provide the Holder hereof with at least 20 days prior written notice of (a) the consummation of a consolidation or merger or a sale of all or substantially all of the Company’s assets or other transaction in which constitutes a Sale of the Company (as defined in the Loan Agreement), or (b) declare or pay any distribution upon the Company’s Common Stock (except for a distribution payable solely in shares of common stock).

6. Fractional Warrant Shares . No fractional Warrant Shares will be issued in connection with any exercise hereunder, but in lieu of such fractional shares the Company shall make a cash payment therefor upon the basis of the Warrant Exercise Price then in effect

7. Compliance with Securities Act; Transfers .

7.1 Compliance with Securities Act . The Investor and each subsequent permitted Investor, by acceptance thereof; agrees to comply in all respects with the provisions of this Section 7.1. Prior to any proposed sale, assignment, transfer or pledge of any of the Company’s securities, unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “ Act ”) covering the proposed transfer, the Investor and each subsequent permitted Investor shall give written notice to the Company of such Investor’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied at such Investor’s expense by either (i) a written opinion of legal Counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the such securities may be effected without registration under the Act, or (ii) a “no action” letter from the Securities Exchange Commission (the “ Commission ”) to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, or (iii) any other evidence reasonably satisfactory to counsel to the Company, whereupon the holder of such securities shall be entitled to transfer such securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 7.2 below, except that such certificate shall not bear such restrictive legend in the opinion of counsel for such Investor and the Company, such legend is not required in order to establish compliance with any provision of the Act.

7.2 Legends . Each certificate representing the securities shall be endorsed with the following legend (in addition to any legend required under applicable state securities laws):

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CONVERSION HEREOF MAY BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (B) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS, OR (C) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY OR SUCH SHARES IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.

The Company need not record a transfer of securities, unless the conditions specified in this Section 7 are satisfied. The Company may also instruct its transfer agent not to record the transfer of any of the securities unless the conditions specified in this Section 7 are satisfied.

7.3 Warrant Register . The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. Any Registered Holder may change such Registered Holder’s address as shown on the warrant register by written notice to the Company requesting such change.

8. Rights of Stockholders . No Holder of this Warrant shall be entitled to vote or receive dividends or be deemed the holder of stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant has been exercised and the Warrant Shares shall have become deliverable, as provided herein.

9. Representations and Warranties of the Holder . By accepting the Warrants, the Holder represents and warrants as follows:

a. The Holder is acquiring the Warrants and the Warrant Shares for its own account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution” thereof for purposes of the 1933 Act;

b. The Holder understands that the Warrants and the Warrant Shares have not been registered under the 1933 Act in reliance upon a specific exemption therefor, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein;

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c. The Holder is aware of the provisions of Rule 144, promulgated under the 1933 Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions; and

d. The Holder represents that it is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the 1933 Act or any successor regulation thereunder.

10. Notice . Except as otherwise specified herein to the contrary, all notices, requests, demands and other communications required or desired to be given hereunder shall only be effective if given in writing by certified or registered U.S. mail with return receipt requested and postage prepaid; by private overnight delivery service (e.g., Federal Express); by facsimile transmission (if no original documents or instruments must accompany the notice); or by personal delivery. Any such notice shall be deemed to have been given (a) five Business Days following the marling thereof, if mailed by certified or registered U.S. mail as specified above; (b) on the Business Day immediately following deposit with a private overnight delivery service if sent by said service; (c) upon receipt of confirmation of transmission if sent by facsimile transmission; or (d) upon personal delivery of the notice. All such notices shall be sent to the following addresses (or to such other address or addresses as a party may have advised the other in the manner provided in this Section 10):

If to the Company:	Titan Machinery Inc.
	3401 32nd Avenue S
	Fargo, ND 58103
	Attn: Chief Executive Officer
	701-235-3171

If to the Holder, to the address furnished in writing by the Holder to the Company.

Notwithstanding the time of effectiveness of notices set forth in this Section, Notice of Exercise shall not be deemed effectively given until it has been duly completed and submitted to the Company together with the original Warrant to be exercised and payment of the Purchase Price in a manner set forth in this Warrant.

11. Governing Law . This Warrant and all rights and obligations hereunder shall be deemed to be made under and governed by the laws of the State of Minnesota without giving effect to its conflicts of laws provisions.

12. Successors and Assigns . This Warrant shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

13. Headings . The headings of various sections of this Warrant have been inserted for reference only and shall not affect the meaning or construction of any of the provisions hereof.

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14. Severability . If any provision of this Warrant is held to be unenforceable under applicable law, such provision shall be excluded from this Warrant, and the balance hereof shall be interpreted as if such provision were so excluded.

15. Modification and Waiver . This Warrant and any provision hereof may be amended, waived, discharged or terminated only by an instrument in writing signed by the Company and the Holder or in the manner set forth in the Loan Agreement.

16. Attorney’s Fees . If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Warrant, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, manually or by facsimile, by one of its officers thereunto duly authorized.

	TITAN MACHINERY INC.

	By:	/s/ David J. Meyer
	Its:	CEO

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Exhibit 4.3

Warrant No. 3

Void after July 1, 2014

Date of Issuance: August 1, 2004

Number of Warrant Shares: 6,071 Shares of Common Stock

TITAN MACHINERY INC.

COMMON STOCK PURCHASE WARRANT

THIS CERTIFIES THAT, for value received, including, without limitation, the sum of $50.00 as consideration paid for this Warrant, Cherry Tree Securities, LLC and its registered assigns (hereinafter called the “ Holder ”) is entitled to purchase from Titan Machinery Inc., a North Dakota corporation (the “ Company ”), at any time after the date hereof and ending at 5:00 p.m. Central Time on the Expiration Date (as defined in Section 2 below), the number of shares of the Company’s Common Stock (the “ Warrant Shares ”) equal to the Number of Warrant Shares (see above). The exercise price per share of this warrant shall be the Warrant Exercise Price (see Section 1 below). This Warrant may be exercised in whole or in part, at the option of the Holder and in accordance with the provisions of Sections 2 and 3 hereof.

1. Defined Terms . “ Warrant Exercise Price ” means $3.50 per share of Titan Machinery Inc. Common Stock.

2. Termination . This Warrant (and the right to purchase securities upon exercise hereof) shall terminate and expire to the extent not previously exercised at 5:00 p.m. Central Time on April 7, 2013 (the “Expiration Date”). If this Warrant has not been previously exercised in full prior thereto; the Company agrees to provide written notice to the Holder of the Expiration Date between 180 days and 30 days prior to the Expiration Date, provided, however, that if the Company shall fail to provide such written notice for any reason, such failure shall not extend the Expiration Date and the Company shall not be liable for any damages resulting any failure to give such notice.

3. Exercise .

3.1 Exercise . This Warrant shall initially be exercisable, at the Warrant Exercise Price, for that number of shares of Common Stock equal to the Number of Warrant Shares.

33 Effective Time of Exercise . Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 3.2 above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.

3.4 Net Issue Exercise .

a. In lieu of exercising this Warrant in the manner provided above in Section 3.2, the Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to such Holder a number of Warrant Shares computed using the following formula:

X = Y (A - B)

Where:

X = the number of Warrant Shares to be issued to the Holder.

Y = the number of Warrant Shares purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation).

A = the fair market value of one Warrant Share (at the date of such calculation).

B = the Warrant Exercise Price (as adjusted to the date of such calculation).

b. For purposes of this Section 3A, the fair market value of one Warrant Share on the date of calculation shall mean with respect to each Warrant Share:

final prospectus with respect to the offering and (y) the number of shares of Common Stock into which each Warrant Share is convertible at the date of calculation; or

3.5 Delivery to Holder . As soon as practicable, but in no event greater than ten (10) days, after the exercise of this Warrant in whole or in part, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

a. a certificate or certificates for the number of Warrant Shares to which such Holder shall be entitled, and

4. Stock Fully Paid; Reservation of Warrant Shares . All shares of stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. During the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved for the purpose of issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its stock to provide for the exercise of the rights represented by this Warrant. In the event that there is an insufficient number of Warrant Shares reserved for issuance pursuant to the exercise of this Warrant, the Company will take appropriate action to authorize an increase in the capital stock to allow for such issuance or similar issuance acceptable to the Holder.

5. Adjustment of Warrant Exercise Price and Number of Warrant Shares . The number and kind of Warrant Shares purchasable upon the exercise of this Warrant and the Warrant Exercise Price shall be subject to equitable adjustment from time to time upon the occurrence of certain events, as follows:

5.1 Subdivision or Combination of Shares . If the Company at any time subdivides or combines the shares of the class of stock of which the Warrant Shares are a part, whether by way of a stock split, stock dividend, recapitalization or the like, then the Warrant Exercise Price shall, in the case of a subdivision, be proportionately decreased, or, in the case of a combination, be proportionately increased.

5.3 Reclassification of Shares . If the Company at any limo shall, by reclassification, recapitalization, combination, exchange, subdivision or otherwise, change the class of stock of which the Warrant Shares are a part into the same or a different number of shares of any other class or classes, then this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the number of Warrant Shares that were purchasable under this Warrant immediately prior to such reclassification, recapitalization, combination, exchange, subdivision or other change.

5.6 Notice of Certain Events . The Company covenants and agrees to provide the Holder hereof with at least 20 days prior written notice of (a) the consummation of a consolidation or merger or a sale of all or substantially all of the Company’s assets, or other transaction in which constitutes a Sale of the Borrower (as defined in the Loan Agreement), or (b) declare or pay any distribution upon the Company’s Common Stock (except for a distribution payable solely in shares of common stock).

7. Compliance with Securities Act; Transfers .

7.1 Compliance with Securities Act . The Holder and each subsequent permitted Holder, by acceptance thereof, agrees to comply in all respects with the provisions of this Section 7.1. Prior to any proposed sale, assignment, transfer or pledge of any of the Company’s securities, unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “ Act ”) covering the proposed transfer, the Holder and each subsequent permitted Holder shall give written notice to the Company of such Holder’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the such securities may be effected without registration under the Act; or (ii) a “no action” letter from the Securities Exchange Commission (the “ Commission ”) to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, or (iii) any other evidence reasonably satisfactory to counsel to the Company, whereupon the holder of such securities shall be entitled to transfer such securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 7.2 below, except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provision of the Act.

7.2 Legends . Each certificate representing the securities shall be endorsed with the following legend (in addition to any legend required under applicable state securities laws):

QUALIFICATION UNDER APPLICABLE SECURITIES LAWS, OR (C) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO. THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY OR SUCH SHARES IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.

7.3 Warrant Register . The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. Any Registered Holder may change such Registered Holder’s address as shown on the warrant register by written notice to the Company requesting such change.

9. Representations and Warranties of the Holder . By accepting the Warrants, the Holder represents and warrants as follows:

c. The Holder is aware of the provisions of Rule 144, promulgated under the 1933 Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly

or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions; and

d. The Holder represents that it is an “accredited investor” as that term is defined under Rule 501 of Regulation D under the 1933 Act or any successor regulation thereunder.

10. Notice . Except as otherwise specified herein to the contrary, all notices, requests, demands and other communications required or desired to be given hereunder shall only be effective if given in writing by certified or registered U.S. mail with return receipt requested and postage prepaid; by private overnight delivery service (e.g., Federal Express); by facsimile transmission (if no original documents or instruments must accompany the notice); or by personal delivery. Any such notice shall be deemed to have been given (a) five Business Days following the mailing thereof, if mailed by certified or registered U.S. mail as specified above; (b) on the. Business Day immediately following deposit with a private overnight delivery service if sent by said service; (c) upon receipt of confirmation of transmission if sent by facsimile transmission; or (d) upon personal delivery of the notice. All such notices shall be sent to the following addresses (or to such other address or addresses as a party may have advised the other in the manner provided in this Section 10):

If to the Company:	Titan Machinery Inc.
	4876 Rocking Horse Circle
	PO Box 10818
	Fargo, ND 58106-0818
	Attn: Chief Executive Officer
	701-235-3171

If to the Holder, to the address furnished in writing by the Holder to the Company.

11. Governing Law . This Warrant and all rights and obligations hereunder shall be deemed to be made under and governed by the laws of the State of North Dakota without giving effect to its conflicts of laws provisions.

12. Successors and Assigns . This Warrant shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

13. Headings . The headings of various sections of this Warrant have been inserted for reference only and shall not affect the meaning or construction of any of the provisions hereof.

15. Modification and Waiver . This Warrant and any provision hereof may be amended, waived, discharged or terminated only by an instrument in writing signed by the Company and the Holder.

IN WITNESS WHEREOF, the Company has caused this. Warrant to be duly executed, manually or by facsimile, by one of its officers thereunto duly authorized. ‘

	TITAN MACHINERY INC.

	By:		/s/ David J. Meyer
	Its:		CEO

Exhibit 4.4

Warrant No. 4

Void after April 7, 2013

Date of Issuance: April 15, 2005

Number of Warrant Shares: 44,975 Shares of Common Stock

TITAN MACHINERY INC.

COMMON STOCK PURCHASE WARRANT

THIS CERTIFIES THAT, for value received, including, without limitation, the sum of $50.00 as consideration paid for this Warrant, Titan Income Holdings, LLLP and its registered assigns (hereinafter called the “ Holder ”) is entitled to purchase from Titan Machinery Inc., a North Dakota corporation (the “ Company ”), at any time after the date hereof and ending at 5:00 p.m. Central Time on the Expiration Date (as defined in Section 2 below), the number of shares of the Company’s Common Stock (the “ Warrant Shares ”) equal to the Number of Warrant Shares (see above). The exercise price per share of this warrant shall be the Warrant Exercise Price (see Section 1 below). This Warrant may be exercised in whole or in part, at the option of the Holder and in accordance with the provisions of Sections 2 and 3 hereof.

1. Defined Terms . “ Warrant Exercise Price ” means $3.50 per share of Titan Machinery Inc. Common Stock.

3. Exercise .

3.1 Exercise . This Warrant shall initially be exercisable, at the Warrant Exercise Price, for that number of shares of Common Stock equal to the Number of Warrant Shares.

certificates for Warrant Shares shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.

3.4 Net Issue Exercise .

X = Y (A - B)
A

Where:

X = the number of Warrant Shares to be issued to the Holder.

Y = the number of Warrant Shares purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation).

A = the fair market value of one Warrant Share (at the date of such calculation).

B = the Warrant Exercise Price (as adjusted to the date of such calculation).

b. For purposes of this Section 3.4, the fair market value of one Warrant Share on the date of calculation shall mean with respect to each Warrant Share:

3.5 Delivery to Holder . As soon as practicable, but in no event greater than ten (10) days, after the exercise of this Warrant in whole or in part, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

a. a certificate or certificates for the number of Warrant Shares to which such Holder shall be entitled, and

issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its stock to provide for the exercise of the rights represented by this Warrant. In the event that there is an insufficient number of Warrant Shares reserved for issuance pursuant to the exercise of this Warrant, the Company will take appropriate action to authorize an increase in the capital stock to allow for such issuance or similar issuance acceptable to the Holder.

5.4 Sale or Issuance Below Warrant Exercise Price . If the Company shall at any time or from time to time prior to the Expiration Date issue or sell any of its Common Stock, options to acquire (or rights to acquire such options), or any other securities convertible into or exercisable for Common Stock for a consideration (including any amounts payable upon the exercise or conversion of any such securities exercisable for or convertible into Common Stock) per share of Common Stock less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, the Warrant Exercise Price then in effect and then applicable for any subsequent period or periods shall be adjusted to a price determined by dividing (i) an amount equal to the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the Warrant Exercise Price then in effect and (y) the consideration, if any, received by the Company upon such issue or sale (including any amounts payable upon the exercise or conversion of any such securities exercisable for or convertible into Common Stock), by (ii) the total number of shares of Common Stock outstanding immediately after such issue or sale. For purposes of this Section 5.4 , all shares of Common Stock issuable upon the exercise and/or conversion of all outstanding warrants (including this Warrant), options and convertible securities shall be deemed to be outstanding. The foregoing notwithstanding, no adjustment shall be made pursuant to this Section 5,4 , on account of a given sale to the extent that the Warrant Exercise Price is adjusted pursuant to any other Section of this Warrant. If any options, rights or other securities taken into account in any adjustment of the Warrant Exercise Price subsequently expire without exercise, the Warrant Exercise Price shall be recomputed to eliminate the effect of such expired options, rights or other securities. No adjustment shall be made hereunder upon the issuance or sale of any shares of Common Stock or preferred stock upon the exercise or conversion of any options, rights or other securities outstanding on the date hereof.

substantially all of the Company’s assets or other transaction in which constitutes a Sale of the Borrower (as defined that certain Subordinated Note Purchase Agreement of even date herewith ) , or (b) declare or pay any distribution upon the Company’s Common Stock (except for a distribution payable solely in shares of common stock).

7. Compliance with Securities Act; Transfers .

7.1 Compliance with Securities Act . The Holder and each subsequent permitted Holder, by acceptance thereof, agrees to comply in all respects with the provisions of this Section 7.1. Prior to any proposed sale, assignment, transfer or pledge of any of the Company’s securities, unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “ Act ”) covering the proposed transfer, the Holder and each subsequent permitted Holder shall give written notice to the Company of such Holder’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the such securities may be effected without registration under the Act, or (ii) a “no action” letter from the Securities Exchange Commission (the “ Commission ”) to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, or (iii) any other evidence reasonably satisfactory to counsel to the Company, whereupon the holder of such securities shall be entitled to transfer such securities in accordance with the terms of the notice delivered by the holder to the Company. Each certificate evidencing the securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 7.2 below, except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provision of the Act

7.2 Legends . Each certificate representing the securities shall be endorsed with the following legend (in addition to any legend required under applicable state securities laws):

“NEITHER THIS SECURITY NOR THE SHARES OF STOCK ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. NEITHER THIS SECURITY NOR THE SHARES OF STOCK ISSUED UPON CONVERSION HEREOF MAY BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (B) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS, OR (C) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY OR SUCH SHARES IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.

9. Representations and Warranties of the Holder . By accepting the Warrants, the Holder represents and warrants as follows:

10. Notice . Except as otherwise specified herein to the contrary, all notices, requests, demands and other communications required or desired to be given hereunder shall only be effective if given in writing by certified or registered U.S. mail with return receipt requested and postage prepaid; by private overnight delivery service (e.g., Federal Express); by facsimile transmission (if no original documents or instruments must accompany the notice); or by personal delivery. Any such notice shall be deemed to have been given (a) five Business Days following the mailing thereof, if mailed by certified or registered U.S. mail as specified above; (b) on the Business Day immediately following deposit with a private overnight delivery service if sent by said service; (c) upon receipt of confirmation of transmission if sent by facsimile transmission; or (d) upon personal delivery of the notice. All such notices shall be sent to the following addresses (or to such other address or addresses as a party may have advised the other in the manner provided in this Section 10):

If to the Company:	Titan Machinery Inc.
	3401 32nd Avenue S
	Fargo, ND 58103
	Attn: Chief Executive Officer
	701-235-3171

If to the Holder, to the address furnished in writing by the Holder to the Company.

12. Successors and Assigns . This Warrant shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

13. Headings . The headings of various sections of this Warrant have been inserted for reference only and shall not affect the meaning or construction of any of the provisions hereof.

15. Modification and Waiver . This Warrant and any provision hereof may be amended, waived, discharged or terminated only by an instrument in writing signed by the Company and the Holder.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, manually or by facsimile, by one of its officers thereunto duly authorized.

TITAN MACHINERY INC.


By:	/s/ David J. Meyer
Its:		CEO

ATTACHMENT A

NOTICE OF EXERCISE

TO: TITAN MACHINERY INC.

1. The undersigned hereby elects to purchase shares of stock of Titan Machinery Inc.. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, together with all applicable transfer taxes, if any.

2. The undersigned hereby elects to convert the attached Warrant into Warrant Shares in the manner specified in Section 3.4 of the Warrant. This conversion is exercised with respect to of the Shares covered by the Warrant.

[Strike paragraph above that does not apply.]

3. Please issue a certificate or certificates representing said shares of stock in the name of the undersigned or in such other name as is specified below:

Name:

Address:

Social Security or Tax Identification Number:

4. The undersigned represents that the aforesaid shares of stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares.

	By:

	Title:

	Date:

A-1

ASSIGNMENT

Effective as of with respect to the Common Stock Purchase Warrant No. for shares of Common Stock, Titan Income Holdings, LLLP hereby assigns to its rights to purchase a total of shares thereunder, and retains the right to purchase a total of shares thereunder.

	TITAN INCOME HOLDINGS, LLLP


	By:
	Its:

CONSENT

Effective as of , Titan Machinery Inc. hereby consents to such assignments, and agrees to issue Common Stock Purchase Warrants in accordance with the foregoing assignment.

	TITAN MACHINERY INC.


	By:
	Its:

Exhibit 4.5

Warrant No. 5

Void after April 7, 2013

Date of Issuance: February 15, 2005

Number of Warrant Shares: 70,675 Shares of Common Stock