0001104659-07-085288 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 27th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec • Delaware

THIS AGREEMENT (“Agreement”), which provides for indemnification, expense advancement and other rights under the terms and conditions set forth, is made and entered into this day of , 2007 between TITAN MACHINERY, INC., (the “Company”), and (“Indemnitee”).

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Contract
Titan Machinery Inc. • November 27th, 2007 • Retail-retail stores, nec

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.

AMENDMENT TO CASE IH AGRICULTURAL EQUIPMENT SALES AND SERVICE AGREEMENTS
Titan Machinery Inc. • November 27th, 2007 • Retail-retail stores, nec

THIS IS AN AMENDMENT to the CASE IH Agricultural Equipment Sales and Service Agreements between CNH America LLC (the “Company”) and Titan Machinery Inc. (“Dealer”) in effect as of the date this amendment is signed below (“Agreements”). In consideration of the mutual promises of the parties hereinafter set forth, Dealer and the Company agree to amend the Agreements to include the following recitals, terms and obligations:

RECAPITALIZATION AGREEMENT
Recapitalization Agreement • November 27th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec • North Dakota

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”).

AMENDMENT TO CNH AMERICA LLC DEALER AGREEMENT FOR NEW HOLLAND AGRICULTURAL EQUIPMENT
Dealer Agreement • November 27th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec

THIS IS AN AMENDMENT to all CNH America LLC Dealer Agreements for New Holland Agricultural Products between CNH America LLC (the “Company”) and Titan Machinery Inc. (“Dealer”) in effect as of the date this Amendment is signed below (“Agreements”). In consideration of the mutual promises of the parties hereinafter set forth, Dealer and the Company agree to amend the Agreement to include the following recitals, terms and obligations:

AMENDMENT TO CASE IH AGRICULTURAL EQUIPMENT SALES AND SERVICE AGREEMENT
Sales and Service Agreement • November 27th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec

THIS IS AN AMENDMENT to the CASE IH Agricultural Equipment Sales and Service Agreement between CNH America LLC (the “Company”) and Red Power International, Inc., a wholly owned subsidiary of Titan Machinery Inc. (“Dealer”) in effect as of the date this amendment is signed below (“Agreement”). In consideration of the mutual promises of the parties hereinafter set forth, Dealer and the Company agree to amend the Agreement to include the following recitals, terms and obligations:

AMENDMENT TO CNH AMERICA LLC DEALER AGREEMENT FOR NEW HOLLAND CONSTRUCTION PRODUCTS
Dealer Agreement • November 27th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec

THIS IS AN AMENDMENT to the CNH America LLC Dealer Agreement for New Holland Construction Products between CNH America LLC (successor entity to New Holland North America, Inc.; “New Holland Construction”) and Titan Machinery Inc. (“Dealer”) dated November 14, 2007 (“Agreement”). In consideration of the mutual promises of the parties hereinafter set forth, Dealer and New Holland Construction agree to amend the Agreement to include the following recitals, terms and obligations:

AMENDMENT TO KOBELCO CONSTRUCTION MACHINERY AMERICA LLC DEALER AGREEMENT
Dealer Agreement • November 27th, 2007 • Titan Machinery Inc. • Retail-retail stores, nec

THIS IS AN AMENDMENT to the Kobelco Construction Machinery America LLC Dealer Agreement between Kobelco Construction Machinery America LLC (“KCMA”) and Titan Machinery Inc. (“Dealer”) dated November 14, 2007 (“Agreement”). In consideration of the mutual promises of the parties hereinafter set forth, Dealer and KCMA agree to amend the Agreement to include the following recitals, terms and obligations:

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