Exhibit 4.4


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. 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.


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.


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



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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)

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:


(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



 2
 









 


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.


5.2           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
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



 3
 









 


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).


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 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.


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.



 4
 









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; and


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.


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.


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 North Dakota without giving effect to its conflicts of laws
provisions.



 5
 









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.


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.


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.



 6
 









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

  
					



 



 7















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: