Exhibit 4.3


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. 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.



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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.


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)


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 3A,
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



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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.             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.



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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 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.


5.4           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.



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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).


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



 5
 









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;


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



 6
 









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.


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.


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.



 7
 









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.


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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