Exhibit 10.33


RECAPITALIZATION AGREEMENT


THIS RECAPITALIZATION
AGREEMENT, dated
effective as of August 16, 2007, is entered into by and among Titan Machinery
Inc. (the “Company”), David J. Meyer (“Meyer”), C.I. Farm Power, Inc. (“CI”),
Peter Christianson (“PC”), Adam
Smith Growth Partners, L.P. (“ASGP”), Adam
Smith Companies, LLC (“ASC”),
Tony J. Christianson (“TC”), Adam
Smith Activist Fund, LLC (“ASAF”), David Christianson (“DC”) and Earl
Christianson (“EC”).


RECITALS:


A.            The Company is pursuing the initial public offering of
shares of its common stock (the “IPO”).


B.            Meyer, CI, ASGP, ASAF, DC and EC are holders of
Subordinated Convertible Debentures in the total original principal amount of
$3,350,000, which Debentures include rights to warrants upon prepayment thereof
and which by their terms do not automatically convert prior to the consummation
of an IPO (the “Convertible Debentures”).


C.            Certain of the parties are also parties to the
Terminating Agreements (as defined below) regarding their shares or certain
other matters related to the Company.


D.            In order to facilitate the IPO, the Company wishes to
effect prior to consummation of the IPO a recapitalization by (i) having the
holders of the Convertible Debentures convert the Convertible Debentures into
shares of Common Stock notwithstanding that they are not obligated to do so and
would be giving up future interest and rights to warrants, and (ii) terminating
the Terminating Agreements, effective automatically immediately prior to
consummation of the IPO, and the parties are willing to do so, all on the terms
and conditions set forth in this Agreement.


AGREEMENT:


ARTICLE 1


RECAPITALIZATION


1.1           Conversion.


(a)               Effective
automatically immediately prior to the consummation of the IPO, or at such
earlier time prior to the consummation of the IPO with respect to any holder as
the Company and such holder mutually agree, the Company and the holders of the
Convertible Debentures agree that the Convertible Debentures shall
automatically be converted at $2.50 per share, and in recognition of the future
interest, conversion rights and springing warrant rights that would be foregone
by a voluntary early conversion, the Company agrees to issue additional shares
of Common Stock, all as set forth on Exhibit A attached hereto  (the shares issuable upon conversion thereof,
“Conversion Shares”).  



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Immediately
prior to such consummation of the IPO, no party shall have any further rights
or obligations under the Convertible Debentures, other than the right to
receive the Conversion Shares and to receive payment for any accrued but unpaid
interest thereon.


(b)              The parties
acknowledge and agree that the Conversion Shares shall be subject to the
Shareholder Rights Agreement dated as of April 7, 2003, as amended, and shall
be deemed Registrable Securities for purposes thereof.


1.2           Terminating
Agreements.


(a)               The parties
agree that effective automatically immediately prior to  consummation of the IPO, the following
agreements each dated as of April 7, 2003, as amended (the “Terminating Agreements”) shall terminate and no party shall
have any further rights or obligations thereunder (provided, however, that if
one or more of the following agreements have previously been terminated or are
otherwise no longer in force or effect, than nothing herein shall limit the
effect thereof):


(i)            Shareholder
Agreement among the Company, Meyer, ASC, EC and CI.


(ii)           Agreement Regarding
Certain Transfers among the Company, Meyer, ASC, EC and CI.


(iii)          Loan Facility
Agreement Among the Company, Meyer and CI.


(iv)          Put Agreement among
Meyer, ASC and CI.


(v)           Agreement Regarding
Guaranties among the Company, Meyer, ASC and TC.


(vi)          Employment Agreement
between the Company and Meyer.


(vii)         Employment Agreement
between the Company and PC.


(b)              No other agreements
other than the Terminating Agreements are terminated pursuant to this
Agreement.  Without limiting the
generality of the foregoing, the parties acknowledge and agree that the
Shareholder Rights Agreement dated as of April 7, 2003, as amended, shall continue
in accordance with its terms.


1.3           Meyer Guaranties.  The Company agrees to use commercially
reasonable efforts to obtain releases of David J. Meyer on any guaranties given
by him for the benefit of the Company effective as of the consummation of the IPO
or as soon as practicable thereafter. 
However, Meyer acknowledges that a full release as of the IPO on all
guaranties may not be achievable, and that obtaining a release is not condition
to the effectiveness of this Agreement or the transactions contemplated hereby.



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1.4           Sale of Shares in the
IPO.  The Company agrees
to use commercially reasonable efforts to cause shares of Common Stock of
Meyer, and shares of Common Stock of CI, to be included in the IPO, up to an
aggregate offering price for such shares of $5,000,000, with the number of
shares to be determined by mutual agreement of the Company, Meyer, CI and the
managing underwriter of the IPO, and Meyer and CI agree to enter into an
underwriting agreement in customary form with respect to such shares; provided,
however, that if the managing underwriter advises the Company that the
inclusion of any shares of Common Stock of Meyer and CI in the registration for
the IPO would interfere with the successful marketing (including pricing) of
the primary shares proposed to be registered by the Company in the IPO, then
the parties shall negotiate in good faith to address the concerns of the
managing underwriter.


ARTICLE 2


GENERAL


2.1           Termination.  If the IPO is not consummated by June 30,
2008, this Agreement shall terminate.


2.2           Amendment.  This Agreement may be amended at any time by
upon the written agreement of the parties hereto, provided, however, that the
consent of DC and EC shall not be required for any amendment approved in
writing by the other parties hereto.


2.3           Governing Law.  This Agreement shall be interpreted and
enforced in accordance with North Dakota law.


2.4           Notices.  All notices required or permitted to be given
or served under the terms of this Agreement shall be in writing and shall be
deemed to have been duly given if delivered in person or three days after being
deposited in the United States first class or certified mail, postage prepaid,
and addressed to a party at its primary place of business, or at such other
address as a shareholder to this Agreement shall designate to the other parties
in writing.


2.5           Counterparts.  This Agreement may be executed in several
counterparts and shall be effective when there are attached together execution
pages containing the signatures of each of the parties hereto, each of which
counterpart shall be deemed to be an original, but all of which shall
constitute one and the same instrument.


2.6           Enforcement.  If any provision of this Agreement shall be
finally judicially determined to be unlawful or unenforceable in whole or in
part, such provision shall be given force to the fullest extent provided by law
and the remainder of this Agreement shall be construed as if such illegal,
invalid, unlawful, void, or unenforceable portion was not contained herein and
this Agreement shall otherwise remain and continue in full force and
effect.  Further, if any provision in
this Agreement is held to be overbroad as written, such provision shall be
deemed amended to narrow its application to the extent necessary to make the
provision enforceable according to applicable law and enforced as amended.



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2.7           Arbitration.  Each dispute, claim and controversy (whether
arising during or after the term of this Agreement) arising out of or relating
to this Agreement or its breach, (including but not limited to the validity of
the agreement to arbitrate and the arbitrability of any matter), shall be
settled, upon demand and written notice by any party hereto, their legal
representatives, successors and assigns, by arbitration in accordance with the
rules of the American Arbitration Association. 
Unless otherwise agreed upon, the place of arbitration proceedings shall
be in Fargo, North Dakota.  The decision
of the arbitrator(s) shall be final and binding on all parties.


[Signature
lines on next page]



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IN WITNESS WHEREOF, the parties have executed this
Agreement, in a manner appropriate to each, on the day and year first above
written.


	
  

  	
  TITAN MACHINERY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Ted
  Christianson

  	
   

  
	
   

  	
  Ted Christianson, Vice President, Finance

  
	
   

  	
   

  
	
   

  	
           /s/
  David J. Meyer

  	
   

  
	
   

  	
  David J. Meyer

  
	
   

  	
   

  
	
   

  	
  ADAM SMITH GROWTH PARTNERS,

  
	
   

  	
  L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Tony J.
  Christianson

  	
   

  
	
   

  	
  Tony J. Christianson, Chairman

  
	
   

  	
  Adam Smith Companies, LLC

  
	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
  ADAM SMITH COMPANIES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Tony J.
  Christianson

  	
   

  
	
   

  	
  Tony J. Christianson, Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
              /s/
  Tony J. Christianson

  	
   

  
	
   

  	
  Tony J. Christianson

  
	
   

  	
   

  
	
   

  	
  ADAM SMITH ACTIVIST FUND LLC

  
	
   

  	
  Adam Smith Managements LLC

  
	
   

  	
  Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Tony J.
  Christianson

  	
   

  
	
   

  	
  Its:

  	
  President

  	
   

  
								



 



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           /s/
  Earl Christianson

  	
   

  
	
   

  	
  Earl Christianson

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
           /s/
  David Christianson

  	
   

  
	
   

  	
  David Christianson

  
	
   

  	
   

  
	
   

  	
  C.I. FARM POWER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Peter
  Christianson

  	
   

  
	
   

  	
  Peter Christianson, President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
             /s/
  Peter Christianson

  	
   

  
	
   

  	
  Peter Christianson

  
						



 



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EXHIBIT A


	
   

  	
   

  	
  Convertible

  Debentures

  	
   

  	
  Conversion

  Price

  	
   

  	
  Conversion

  Shares

  	
   

  	
  Additional

  Shares

  	
   

  	
  Total

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  David Meyer

  	
   

  	
  $

  	
  500,000

  	
   

  	
  $

  	
  2.50

  	
   

  	
  200,000

  	
   

  	
  42,680

  	
   

  	
  242,680

  	
   

  
	
  CI Farm Power,
  Inc.

  	
   

  	
  $

  	
  1,690,000

  	
   

  	
  $

  	
  2.50

  	
   

  	
  676,000

  	
   

  	
  160,285

  	
   

  	
  836,285

  	
   

  
	
  Adam Smith
  Growth Partners, LP

  	
   

  	
  $

  	
  755,000

  	
   

  	
  $

  	
  2.50

  	
   

  	
  302,000

  	
   

  	
  64,446

  	
   

  	
  366,446

  	
   

  
	
  Adam Smith
  Activist Fund, LLC

  	
   

  	
  $

  	
  145,000

  	
   

  	
  $

  	
  2.50

  	
   

  	
  58,000

  	
   

  	
  12,377

  	
   

  	
  70,377

  	
   

  
	
  David
  Christianson

  	
   

  	
  $

  	
  100,000

  	
   

  	
  $

  	
  2.50

  	
   

  	
  40,000

  	
   

  	
  8,536

  	
   

  	
  48,536

  	
   

  
	
  Earl
  Christianson

  	
   

  	
  $

  	
  160,000

  	
   

  	
  $

  	
  2.50

  	
   

  	
  64,000

  	
   

  	
  13,657

  	
   

  	
  77,657

  	
   

  
	
   

  	
   

  	
  $

  	
  3,350,000

  	
   

  	
   

  	
   

  	
  1,340,000

  	
   

  	
  301,981

  	
   

  	
  1,641,981

  	
   

  



 



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