Exhibit
4.1


	
  COMMON STOCK

  	
   

  	
  

  	
   

  	
  COMMON STOCK

  



 


Titan Machinery
Inc.


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


	
   

  	
   

  	
  SEE REVERSE FOR

  
	
   

  	
   

  	
  CERTAIN DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  THIS CERTIFIES
  THAT

  	
   

  	
  CUSIP 88830R 10 1

  



 


is the owner of


FULLY
PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF ONE HUNDRED
THOUSANDTH OF ONE CENT ($0.00001) EACH OF


Titan
Machinery Inc.


transferable on the books of the
corporation by the holder hereof in person or by duly authorized attorney upon
surrender of this certificate properly endorsed. This certificate is not valid
unless countersigned by the Transfer Agent and Registrar.


WITNESS
the facsimile signatures of the corporation’s duly authorized officers.


	
   

  	
  

  	
   

  	
  

  	
   

  
	
  Dated:

  	
  CHAIRMAN

  	
   

  	
  SECRETARY

  	
   

  



 


 


	
  COUNTERSIGNED AND REGISTERED:

  	
   

  
	
  WELLS FARGO BANK, N.A.

  	
   

  
	
  TRANSFER AGENT AND REGISTRAR

  	
   

  
	
   

  	
   

  
	
  BY

  	
   

  
	
   

  	
   

  
	
  

  	
   

  
	
  AUTHORIZED SIGNATURE

  	
   

  



 











 


THE
CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A
FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS, AND RELATIVE
RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED, SO FAR AS
THEY HAVE BEEN DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO
DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT CLASSES OR SERIES.


The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


	
  TEN COM

  	
   

  	
  —as tenants in common

  	
   

  	
  UTMA—

  	
   

  	
  Custodian

  	
   

  	
   

  
	
  TEN ENT

  	
   

  	
  —as tenants by entireties

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  under Uniform Transfer to Minors

  	
   

  
	
  JT TEN

  	
   

  	
  —as joint tenants with right of

  	
   

  	
   

  
	
   

  	
   

  	
      survivorship and not as
  tenants

  	
   

  	
  Act

  	
   

  	
   

  
	
   

  	
   

  	
      in common

  	
   

  	
   

  	
  (State)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Additional abbreviations
  may also be used though not in the above list.

  	
   

  
											



 


For value
received                           
hereby sell, assign and transfer unto


	
  PLEASE INSERT SOCIAL
  SECURITY OR OTHER

  	
   

  
	
  IDENTIFYING
  NUMBER OF ASSIGNEE

  	
   

  
	
   

  	
   

  
	
   

  
	
  PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE
  OF ASSIGNEE

  
	
   

  
	
   

  
	
   

  	
  Shares

  
	
  of the
  capital stock represented by the within Certificate, and do hereby
  irrevocably constitute and appoint                                                                                                          
  Attorney to transfer the said stock on the books of the within-named Corporation
  with full power of substitution in the premises.

  
	
   

  
	
  Dated

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NOTICE: THE SIGNATURE TO
  THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
  CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
  CHANGE WHATEVER.

  
				



 


SIGNATURE GUARANTEED BY:


	
  ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION
  (SUCH AS A BANK OR BROKER WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS
  MEDALLION PROGRAM (‘‘STAMP’’), THE NEW YORK STOCK EXCHANGE INC. MEDALLION
  SIGNATURE PROGRAM (‘‘MSP’’), OR THE STOCK EXCHANGE MEDALLION PROGRAM
  (‘‘SEMP’’) AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT
  ACCEPTABLE.