Exhibit 4.6


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER EITHER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE
DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT AND SUCH LAWS COVERING SUCH SECURITIES, OR THE COMPANY RECEIVES AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE, TRANSFER,
ASSIGNMENT, OFFER, PLEDGE OR OTHER DISTRIBUTION FOR VALUE IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND SUCH LAWS.


 


WARRANT


 


TO PURCHASE            SHARES OF COMMON STOCK


OF


TITAN
MACHINERY INC.


 


THIS CERTIFIES THAT, for good and valuable
consideration,                              
(“                      ”),
is entitled to subscribe for and purchase from Titan Machinery Inc., a North
Dakota corporation (the “Company”), at any time after the date hereof up to and
including 5:00 p.m. Central time on                             
(the “Expiration Date”),                                           
(          ) fully paid and
nonassessable shares of the Common Stock of the Company at the price of $          per
share (the “Warrant Exercise Price”), subject to the antidilution provisions of
this Warrant. The shares which may be acquired upon exercise of this Warrant
are referred to herein as the “Warrant Shares.” 
As used herein, the term “Holder” means                           ,
any party who acquires all or a part of this Warrant as a registered transferee
of                   ,
or any record holder or holders of the Warrant Shares issued upon exercise,
whether in whole or in part, of the Warrant. As used herein, the term “Common
Stock” means and includes the Company’s presently authorized common stock $.00001
par value, and shall also include any capital stock of any class of the Company
hereafter authorized which shall not be limited to a fixed sum or percentage in
respect of the rights of the Holders thereof to participate in dividends or in
the distribution of assets upon the voluntary or involuntary liquidation,
dissolution, or winding up of the Company.


 


This Warrant is subject to the following
provisions, terms and conditions:


 


1.                                       Exercise;
Transferability.


 


(a)                                  Subject to the
provisions of Section 3 hereof, the rights represented by this Warrant may be
exercised by the Holder hereof, in whole or in part (but not as to a fractional
share of Common Stock), by written notice of exercise (in the form attached
hereto) delivered to the Company at the principal office of the Company prior
to the Expiration Date and accompanied or preceded by the surrender of this
Warrant along with a check in payment of the Warrant Exercise Price for such
shares.


 

















 


2.                                       Exchange and
Replacement. Subject to Sections 1 and 8 hereof, this Warrant is
exchangeable upon the surrender hereof by the Holder to the Company at its
office for new Warrants of like tenor and date representing in the aggregate
the right to purchase the number of Warrant Shares purchasable hereunder, each
of such new Warrants to represent the right to purchase such number of Warrant
Shares (not to exceed the aggregate total number purchasable hereunder) as
shall be designated by the Holder at the time of such surrender. Upon receipt
by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction, or mutilation of this Warrant, and, in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
surrender and cancellation of this Warrant, if mutilated, the Company will make
and deliver a new Warrant of like tenor, in lieu of this Warrant; provided,
however, that if                           
shall be such Holder, an agreement of indemnity by such Holder shall be
sufficient for all purposes of this Section 2. This Warrant shall be promptly
canceled by the Company upon the surrender hereof in connection with any
exchange or replacement. The Company shall pay all expenses, taxes (other than
stock transfer taxes), and other charges payable in connection with the
preparation, execution, and delivery of Warrants pursuant to this Section 2.


 


3.                                       Issuance of
the Warrant Shares.


 


(a)                                  The Company agrees
that the shares of Common Stock purchased hereby shall be and are deemed to be
issued to the Holder as of the close of business on the date on which this
Warrant shall have been surrendered and the payment made for such Warrant
Shares as aforesaid. Subject to the provisions of the next section,
certificates for the Warrant Shares so purchased shall be delivered to the
Holder within a reasonable time, not exceeding fifteen (15) days after the
rights represented by this Warrant shall have been so exercised, and, unless
this Warrant has expired, a new Warrant representing the right to purchase the
number of Warrant Shares, if any, with respect to which this Warrant shall not
then have been exercised shall also be delivered to the Holder within such
time.


 


(b)                                 Notwithstanding the
foregoing, however, the Company shall not be required to deliver any
certificate for Warrant Shares upon exercise of this Warrant except in
accordance with exemptions from the applicable securities registration
requirements or registrations under applicable securities laws. Such Holder
shall also provide the Company with written representations from the Holder and
the proposed transferee satisfactory to the Company regarding the transfer or,
at the election of the Company, an opinion of counsel reasonably satisfactory
to the Company to the effect that the proposed transfer of this Warrant or
disposition of shares may be effected without registration or qualification
(under any Federal or State law) of this Warrant or the Warrant Shares. Upon
receipt of such written notice and either such representations or opinion by
the Company, such Holder shall be entitled to transfer this Warrant, or to
exercise this Warrant in accordance with its terms and dispose of the Warrant
Shares, all in accordance with the terms of the notice delivered by such Holder
to the Company, provided that an appropriate legend, if any, respecting the
aforesaid restrictions on transfer and disposition may be endorsed on this
Warrant or the certificates for the Warrant Shares. Nothing


 


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herein, however, shall obligate
the Company to effect registration under federal or state securities laws. If a
registration is not in effect and if an exemption is not available when the
Holder seeks to exercise the Warrant, the Warrant exercise period will be
extended, if need be, to prevent the Warrant from expiring, until such time as
either registration become effective or an exemption is available, and the
Warrant shall  then remain exercisable
for a period of at least thirty (30) calendar days from the date the Company
delivers to the Holder written notice of the availability of such registration
or exemption. The Holder agrees to execute such documents and make such
representations, warranties, and agreements as may be required solely to comply
with the exemption relied upon by the Company, or the registration made, for
the issuance of the Warrant Shares.


 


4.                                       Covenants of
the Company. The Company covenants and agrees that all Warrant Shares will,
upon issuance, be duly authorized and issued, fully paid, nonassessable, and
free from all taxes, liens, and charges with respect to the issue thereof
except for all taxes, liens and charges imposed by the Holder. The Company
further covenants and agrees that 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 or transfer upon exercise
of the subscription rights evidenced by this Warrant a sufficient number of
shares of Common Stock to provide for the exercise of the rights represented by
this Warrant.


 


5.                                       Antidilution
Adjustments. The provisions of this Warrant are subject to adjustment as
provided in this Section 5.


 


(a)                                  The Warrant Exercise
Price shall be adjusted from time to time such that in case the Company shall
hereafter:


 


(i)                                     pay any dividends
on any class of stock of the Company payable in Common Stock or securities
convertible into Common Stock;


 


(ii)                                  subdivide its then
outstanding shares of Common Stock into a greater number of shares; or


 


(iii)                               combine outstanding
shares of Common Stock, by reclassification or                   otherwise;


 


then, in any such event, the Warrant Exercise Price in effect
immediately prior to such event shall (until adjusted again pursuant hereto) be
adjusted immediately after such event to a price (calculated to the nearest
full cent) determined by dividing (a) the number of shares of Common Stock
outstanding immediately prior to such event, multiplied by the then existing
Warrant Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event (including the maximum number of
shares of Common Stock issuable in respect of any securities convertible into
Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise
Price per share. An adjustment made pursuant to this Subsection shall become
effective immediately after the record date in the case of a dividend or
distribution and


 


3

















 


shall become effective immediately after the effective date in the case
of a subdivision, combination or reclassification. If, as a result of an
adjustment made pursuant to this Subsection, the Holder of any Warrant
thereafter surrendered for exercise shall become entitled to receive shares of
two or more classes of capital stock or shares of Common Stock and other
capital stock of the Company, the Board of Directors (whose determination shall
be conclusive) shall determine the allocation of the adjusted Warrant Exercise
Price between or among shares of such classes of capital stock or shares of
Common Stock and other capital stock. All calculations under this Subsection
shall be made to the nearest cent or to the nearest 1/100 of a share, as the
case may be. In the event that at any time as a result of an adjustment made
pursuant to this Subsection, the Holder of any Warrant thereafter surrendered
for exercise shall become entitled to receive 
any shares of the Company other than shares of Common Stock, thereafter
the Warrant Exercise Price of such other shares so receivable upon exercise of
any Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to
Common Stock contained in this Section 5.


 


(b)                                 Upon each adjustment
of the Warrant Exercise Price pursuant to Section 5(a) above, the Holder
of each Warrant shall thereafter (until another such adjustment) be entitled to
purchase at the adjusted Warrant Exercise Price the number of shares, calculated
to the nearest full share, obtained by multiplying the number of shares
specified in such Warrant (as adjusted as a result of all adjustments in the
Warrant Exercise Price in effect prior to such adjustment) by the Warrant
Exercise Price in effect prior to such adjustment and dividing the product so
obtained by the adjusted Warrant Exercise Price.


 


(c)                                  Upon any adjustment
of the Warrant Exercise Price, then and in each such case, the Company shall
within ten (10) days after the date when the circumstances giving rise to the
adjustment occurred give written notice thereof, by first-class mail, postage
prepaid, addressed to the Holder as shown on the books of the Company, which
notice shall state the Warrant Exercise Price resulting from such adjustment
and the increase or decrease, if any, in the number of shares of Common Stock
purchasable at such price upon the exercise of this Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.


 


6.                                       Acquisition
of the Company. In the event of an acquisition of the Company through the
sale of substantially all of the Company’s assets and the consequent
discontinuance of its business or through a merger, consolidation, exchange,
reorganization, divestiture or liquidation of the Company (collectively
referred to as a “transaction”), the Board may provide for one or more of the
following:


 


(a)                                  the cancellation of
outstanding Warrants not exercised prior to a date specified by the Board
(which date shall give Warrant Holders a reasonable period of time in which to
exercise the Warrants prior to the effectiveness of such transaction);


 


(b)                                 that Holders of
outstanding Warrants shall receive, with respect to each share of Common Stock
subject to such Warrants, as of the effective date of any such transaction,
cash in an amount equal to the excess of the Fair Market Value of such Stock on
the date immediately


 


4

















 


preceding the effective date of
such transaction over the Warrant Exercise Price; provided that the Board may,
in lieu of such cash payment, distribute to such Warrant Holders shares of
Common Stock of the Company or shares of stock of any corporation succeeding
the Company by reason of such transaction, such shares having a value equal to
the cash payment herein;


 


(c)                                  that Holders of
outstanding Warrants shall have the right to exercise their respective Warrants
as to an economically equivalent number of shares of stock of the corporation
succeeding the Company by reason of such transaction.


 


7.                                       No Voting
Rights. This Warrant shall not entitle the Holder to any voting rights or
other rights as a shareholder of the Company.


 


8.                                       Notice of
Transfer of Warrant or Resale of the Warrant Shares.


 


(a)                                  Subject to the sale,
assignment, hypothecation, or other transfer restrictions set forth in Section
1 hereof, the Holder, by acceptance hereof, agrees to give written notice to
the Company before transferring this Warrant or transferring any Warrant Shares
of such Holder’s intention to do so, describing briefly the manner of any
proposed transfer. Promptly upon receiving such written notice, the Company
shall present copies thereof to the Company’s counsel and to counsel to the
original purchaser of this Warrant. If in the opinion of each such counsel the
proposed transfer may be effected without registration or qualification (under
any federal or state securities laws), the Company, as promptly as practicable,
shall notify the Holder of such opinion, whereupon the Holder shall be entitled
to transfer this Warrant or to dispose of Warrant Shares received upon the
previous exercise of this Warrant, all in accordance with the terms of the
notice delivered by the Holder to the Company; provided that an appropriate
legend may be endorsed on this Warrant or the certificates for such Warrant
Shares respecting restrictions upon transfer thereof necessary or advisable in
the opinion of counsel to the Company and satisfactory to the Company to
prevent further transfers which would be in violation of Section 5 or the
Securities Act of 1933, as amended (the “1933 Act”) and applicable state
securities laws; and provided further that the Holder and prospective
transferee or purchaser shall execute such documents and make such
representations, warranties, and agreements as may be required solely to comply
with the exemptions relied upon by the Company for the transfer or disposition
of the Warrant or Warrant Shares.


 


(b)                                 If in the opinion of
either of the counsel referred to in this Section 8, the proposed transfer or
disposition of this Warrant or such Warrant Shares described in the written
notice given pursuant to this Section 8 may not be effected without
registration or qualification of this Warrant or such Warrant Shares the
Company shall promptly give written notice thereof to the Holder, and the
Holder will limit its activities in respect to such as, in the opinion of both
such counsel, are permitted by law.


 


9.                                       Fractional
Shares. Fractional shares shall not be issued upon the exercise of this Warrant,
but in any case where the Holder would, except for the provisions of this
Section, be entitled under the terms hereof to receive a fractional share, the
Company shall, upon the


 


5

















 


exercise of this Warrant for
the largest number of whole shares then called for, pay a sum in cash equal to
the sum of (a) the excess, if any, of the Fair Market Value of such fractional
share over the proportional part of the Warrant Exercise Price represented by
such fractional share, plus (b) the proportional part of the Warrant Exercise
Price represented by such fractional share.


 


10.                                 Net Exercise.


 


(a)                                  In addition to and
without limiting the rights of the Holder of this Warrant with respect to other
terms of this Warrant, the Holder of this Warrant shall have the right (the “Conversion Right”) to convert this Warrant or any portion thereof into Warrant
Shares as provided in this Section 10 at any time or from time to time prior to
its expiration, subject to the restrictions set forth in paragraph (c) below. Upon
exercise of the Conversion Right with respect to a particular number of shares
subject to this Warrant (the “Converted
Warrant Shares”), the Company
shall deliver to the Holder of this Warrant, without payment by the Holder of
any exercise price or any cash or other consideration, that number of Converted
Warrant Shares equal to the quotient obtained by dividing the Net Value (as
hereinafter defined) of the Converted Warrant Shares by the fair market value
(as defined in paragraph (d) below) of a single Warrant Share, determined in
each case as of the close of business on the Conversion Date (as hereinafter
defined). The “Net Value” of the Converted Warrant Shares shall be
determined by subtracting the aggregate warrant purchase price of the Converted
Warrant Shares from the aggregate fair market value of the Converted Warrant
Shares. Notwithstanding anything in this Section 10 to the contrary, the
Conversion Right cannot be exercised with respect to a number of Converted
Warrant Shares having a Net Value below $100. No fractional shares shall be
issuable upon exercise of the Conversion Right, and if the number of shares to
be issued in accordance with the foregoing formula is other than a whole
number, the Company shall pay to the Holder of this Warrant an amount in cash
equal to the fair market value of the resulting fractional share.


 


(b)                                 The Conversion Right
may be exercised by the Holder of this Warrant by the surrender of this Warrant
at the principal office of the Company together with a notice in the form
attached hereto, specifying that the Holder thereby intends to exercise the
Conversion Right and indicating the number of shares subject to this Warrant
which are being surrendered (referred to in paragraph (a) above as the
Converted Warrant Shares) in exercise of the Conversion Right. Such conversion
shall be effective upon receipt by the Company of this Warrant together with
the aforesaid written statement, or on such later date as is specified therein
(the “Conversion Date”), but not later than the expiration date
of this Warrant. Certificates for the Converted Warrant Shares issuable upon
exercise of the Conversion Right, together with a check in payment of any
fractional share and, in the case of a partial exercise, a new warrant
evidencing the shares remaining subject to this Warrant, shall be issued as of
the Conversion Date and shall be delivered to the Holder of this Warrant within
thirty (30) days following the Conversion Date.


 


(c)                                  In the event the Conversion
Right would, at any time this Warrant remains outstanding, be deemed by the
Company’s independent certified public accountants to give rise to a charge to
the Company’s earnings for financial reporting purposes, then the Conversion


 


6

















 


Right shall automatically
terminate upon the Company’s written notice to the Holder of this Warrant of
such adverse accounting treatment.


 


(d)                                 For purposes of this
Section 10, the “fair market value” of a Warrant Share as of a particular
date shall be its “market price,” calculated as of the Conversion Date, as
follows:


 


(i)  if the capital stock into which the Warrants
are exercisable is traded on an exchange or is quoted on the Nasdaq Gobal
Market, then the average closing or last sale prices, respectively, reported
for the ten (10) business days immediately preceding the Conversion Date, or


 


(ii)  if the capital stock into which the Warrants
are exercisable is not traded on an exchange or on the Nasdaq Global Market but
is traded on Nasdaq Capital Market or other over-the-counter market, then the
average closing bid and asked prices reported for the ten (10) business days
immediately preceding the Conversion Date, or


 


(iii) 
if the capital stock into which the Warrants are exercisable is not
traded on             an
exchange or other over-the counter market, then the price per share established
by the Board of Directors of the Company.


 


11.                                 No Registration
Rights. The Holder of this Warrant shall have no registration rights with
respect to the Warrant Shares.


 


12.                                 Miscellaneous. Whenever
reference is made herein to the issue or sale of shares of Common Stock, the
term “Common Stock” shall include any stock of any class of the Company other
than preferred stock with a fixed limit on dividends and a fixed amount payable
in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company.


 


The Company will not, by amendment of its
Articles of Incorporation or through reorganization, consolidation, merger, dissolution
or sale of assets, or by any other voluntary act or deed, avoid or seek to
avoid the observance or performance of any of the covenants, stipulations or
conditions to be observed or performed hereunder by the Company, but will, at
all times in good faith, assist, insofar as it is able, in the carrying out of
all provisions hereof and in the taking of all other action which may be
necessary in order to protect the rights of the Holder hereof against dilution.


 


The representations, warranties and agreements
herein contained shall survive the exercise of this Warrant. References to the “holder
of” include the immediate holder of shares purchased on the exercise of this
Warrant, and the word “holder” shall include the plural thereof. This Common
Stock Purchase Warrant shall be interpreted under the laws of the State of
Minnesota.


 


7

















 


All shares of Common Stock or other
securities issued upon the exercise of the Warrant shall be validly issued,
fully paid and non-assessable, and the Company will pay all taxes due and
payable by the issuer in respect of the issuance thereof.


 


Neither this Warrant nor any term hereof may
be changed, waived, discharged or terminated orally but only by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.


 


IN WITNESS WHEREOF, Titan Machinery Inc. has
caused this Warrant to be signed by its duly authorized officer and this
Warrant to be dated                                 .


 


 


	
   

  	
  TITAN MACHINERY INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Its

  	
   

  	
   

  



 


8

















 


To:                              Titan
Machinery Inc.


 


	
  NOTICE OF EXERCISE OF WARRANT —

  	
  To Be Executed by the Registered Holder

  
	
   

  	
  in Order to Exercise the Warrant

  



 


The undersigned hereby irrevocably elects to exercise the attached
Warrant to purchase for cash,                                   
of the shares issuable upon the exercise of such Warrant, and requests that
certificates for such shares (together with a new Warrant to purchase the
number of shares, if any, with respect to which this Warrant is not exercised)
shall be issued in the name of


 


 


	
   

  	
   

  	
   

  
	
   

  	
  (Print Name)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Please insert social security

  	
   

  
	
  or other identifying number

  	
   

  
	
  of registered holder of

  	
   

  
	
  certificate (                     )

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:                       ,
  20     

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature*

  



 






*The signature on the Notice of Exercise of Warrant must correspond to
the name as written upon the face of the Warrant in every particular without
alteration or enlargement or any change whatsoever. When signing on behalf of a
corporation, partnership, trust or other entity, PLEASE indicate your
position(s) and title(s) with such entity.


 


9

















 


ASSIGNMENT FORM


 


To be signed only upon authorized transfer of Warrants.


 


FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto                                                                        
the right to purchase the securities of Titan Machinery Inc. to which the
within Warrant relates and appoints                                ,
attorney, to transfer said right on the books of Titan Machinery Inc. with full
power of substitution in the premises.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


10

















 


CASHLESS EXERCISE FORM


(To be executed upon exercise of Warrant
pursuant to Section 10)


 


The undersigned hereby irrevocably elects a cashless exercise of the
right of purchase represented by the within Warrant  for, and to purchase thereunder,                                         
Converted Warrant Shares, as provided for in Section 10 therein.


 


Please issue a certificate or certificates for such Converted Warrant
Shares in the name of, and pay any cash for any fractional share to:


 


 


	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
  (Please print Name)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tax ID or Social Security No.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  	
   

  
							



 


NOTE: The above signature should correspond exactly with the name on
the first page of this Warrant or with the name of the assignee appearing in
the assignment form below.


 


And if said number of shares shall not be all
the shares purchasable under the within Warrant, a new Warrant is to be issued
in the name of said undersigned for the balance remaining of the shares
purchasable thereunder rounded up to the next higher number of shares.


 


11