exv4w10






Exhibit 4.10



NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND NEITHER THIS
WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE SOLD OR TRANSFERRED UNLESS THE
REGISTRATION PROVISIONS OF THE SAID ACT AND APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED
WITH OR UNLESS COMPLIANCE WITH SUCH PROVISIONS IS NOT REQUIRED.




Issued: April 18, 2008

10% Assigned to Cadence Special Holdings II, LLC: May 30, 2008




TRM CORPORATION




COMMON STOCK PURCHASE WARRANT




Void after April 18, 2015




     This Warrant (the “Warrant”) entitles LC Capital Master Fund, Ltd. (including any
successors or assigns, the “Holder”), for value received, to purchase from TRM Corporation, an
Oregon corporation, at any time and from time to time, subject to the terms and conditions set
forth herein, during the period starting from 5:00 a.m., Eastern Time, on the Initial Exercise Date
(as defined in Section 1 below) to 5:00 p.m., Eastern Time, on the Expiration Date (as defined in
Section 1 below) at which time this Warrant shall expire and become void, all or any portion of the
Warrant Shares at the Exercise Price (as defined in Section 1 below). This Warrant also is subject
to the following terms and conditions:



     1. Definitions. As used in this Warrant, the following terms shall have the
respective meanings set forth below or elsewhere in this Warrant as referred to below:



     “Affiliate” means any Person that, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, a Person, as such
terms are used and construed under Rule 144, and any Person (or group of Persons) who share(s)
voting or investment power or is (are) deemed a beneficial owner(s), as such terms are used and
construed under Rule 13d-3 of the rules and regulations promulgated under the Securities Exchange
Act of 1934, as amended, including, without limitation, any Person that serves as a general partner
and/or investment adviser or in a similar capacity of a Person.



     “Common Stock” means the common stock, no par value per share, of the Company
(including any securities into which or for which such shares may be exchanged for, or converted
into, pursuant to any stock dividend, stock split, stock combination, recapitalization,
reclassification, reorganization or other similar event).



     “Company” means TRM Corporation, an Oregon corporation.



 









 





     “Exercise Price” means $0.28 per share of Common Stock, as applicable and as adjusted
from time to time pursuant to the terms of this Warrant.



     “Expiration Date” means April 18, 2015.



     “Fair Market Value” shall mean (i) if the Common Stock is traded on NASDAQ or any
other national securities exchange, then the last reported sale price per share of Common Stock on
The NASDAQ Stock Market or such other national securities exchange in which such Common Stock is
quoted or listed, as the case may be, on the date immediately preceding each date the Warrant is
exercised or, if no such sale price is reported on such date, such price on the next preceding
business day in which such price was reported, (ii) if the Common Stock is traded over-the-counter
with an average weekly trading volume as reported on the Pink Sheets of not less than 250,000
shares for each of the four full trading weeks ending on the trading day immediately preceding the
date the Warrant is exercised, then the average of the closing bid and asked prices over the five
(5) trading days ended on the trading day immediately preceding each date the Warrant is exercised
or (iii) if such Common Stock is not traded, quoted or listed on The NASDAQ Stock Market or any
national securities exchange or the over-the-counter market, then the fair market value of a share
of Common Stock, as determined in good faith by the Board of Directors of the Company in a manner
consistent with the Board of Directors’ past valuation practices.



     “Holder” has the meaning set forth in the preamble of this Warrant.



     “Initial Exercise Date” means the date hereof.



     “Person” (whether or not capitalized) means an individual, entity, partnership,
limited liability company, corporation, association, trust, joint venture, unincorporated
organization, and any government, governmental department or agency or political subdivision
thereof.



     “SEC” means the Securities and Exchange Commission



     “Securities Purchase Agreement” means that certain Securities Purchase Agreement dated
April 18, 2008, among the Company, the respective Purchasers party thereto and Lampe, Conway & Co.,
LLC, as Administrative Agent and Collateral Agent for the Purchasers.



     “Warrant Shares” means an aggregate of 11,250,000 shares of Common Stock, which amount
shall be adjusted to give effect to all adjustments thereto provided for herein.



     2. Exercise of Warrant.



          2.1 Method of Exercise; Payment.




               (a) Cash Exercise. Subject to all of the terms and conditions hereof, this Warrant
may be exercised, in whole or in part, with respect to any Warrant Shares, at any time and from
time to time during the period commencing on the Initial Exercise Date and ending at 5:00 p.m.,
Eastern Time, on the Expiration Date, by surrender of this Warrant to the Company at its principal
office, accompanied by a subscription substantially in the form attached hereto, executed by the
Holder and accompanied by (a) wire transfer of immediately available



 









 







funds or (b) certified or official bank check payable to the order of the Company, in each
case in the amount obtained by multiplying (i) the number of Warrant Shares for which the Warrant
is being exercised, as designated in such subscription, by (ii) the Exercise Price. Thereupon, the
Holder shall be entitled to receive the number of duly authorized, validly issued, fully paid and
nonassessable Warrant Shares determined as provided for herein.



               (b) Cashless Exercise/Conversion. Subject to all of the terms and conditions hereof,
the Holder shall have the right to convert this Warrant, in whole or in part, with respect to any
Warrant Shares, at any time and from time to time during the period commencing on the Initial
Exercise Date and ending at 5:00 p.m., Eastern Time, on the Expiration Date, by surrender of this
Warrant to the Company at its principal office, accompanied by a conversion notice substantially in
the form attached hereto, executed by the Holder. Thereupon, the Holder shall be entitled to
receive a number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares
equal to:



                    (i) the number of Warrant Shares (subject to adjustment as provided in Section 3 hereof) which
such Holder would be entitled to receive upon exercise of such Warrant for the number of Warrant
Shares designated in such conversion notice (without giving effect to any adjustment thereof
pursuant to this subsection), multiplied by (y) the Fair Market Value of each such Warrant Share so
receivable upon such exercise



minus




                    (ii) the number of Warrant Shares (subject to adjustment as provided in Section 3 hereof)
which such Holder would be entitled to receive upon exercise of such Warrant for the number of
Warrant Shares designated in such conversion notice (without giving effect to any adjustment
thereof pursuant to this subsection), multiplied by (y) the Exercise Price



divided by




                    (iii) the Fair Market Value per Warrant Share.



          2.2 Immediate Vesting. This Warrant shall be exercisable with respect to Warrant
Shares immediately upon its issuance.




          2.3 Delivery of Stock Certificates on Exercise. As soon as practicable after the
exercise of this Warrant, and in any event within four (4) business days thereafter, the Company,
at its expense, and in accordance with applicable securities laws, will cause to be issued in the
name of and delivered to the Holder, or as the Holder may direct (subject in all cases, to the
provisions of Section 8 hereof), a certificate or certificates for the number of Warrant Shares
purchased by the Holder on such exercise, plus, in lieu of any fractional share to which
the Holder would otherwise be entitled, cash equal to such fraction multiplied by the Fair Market
Value.




          2.4 Shares To Be Fully Paid and Nonassessable. All Warrant Shares issued upon the
exercise of this Warrant shall be validly issued, fully paid and nonassessable, free of all




 









 







liens, taxes, charges and other encumbrances or restrictions on sale (other than those set
forth herein).




          2.5 Fractional Shares. No fractional shares of Common Stock or scrip representing
fractional shares of Common Stock shall be issued upon the exercise of this Warrant. With respect
to any fraction of a share of Common Stock called for upon any exercise hereof, the Company shall
make a cash payment to the Holder as set forth in Section 2.3 hereof.




          2.6 Issuance of New Warrants; Company Acknowledgment. Upon any partial exercise of
this Warrant, the Company, at its expense, will forthwith and, in any event within ten (10)
business days, issue and deliver to the Holder a new warrant or warrants of like tenor, registered
in the name of the Holder, exercisable, in the aggregate, for the balance of the Warrant Shares.
Moreover, the Company shall, at the time of any exercise of this Warrant, upon the request of the
Holder, acknowledge in writing its continuing obligation to afford to the Holder any rights to
which the Holder shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant; provided, however, that if the Holder shall fail to
make any such request, such failure shall not affect the continuing obligation of the Company to
afford to the Holder any such rights.




          2.7 Payment of Taxes and Expenses. The Company shall pay any recording, filing, stamp
or similar tax which may be payable in respect of any transfer involved in the issuance of, and the
preparation and delivery of certificates (if applicable) representing, (i) any Warrant Shares
purchased upon exercise of this Warrant and/or (ii) new or replacement warrants in the Holder’s
name or the name of any transferee of all or any portion of this Warrant.




     3. Payment of Exercise Price. The Exercise Price for the Warrant Shares being
purchased may be paid (i) in cash, by certified check or by wire transfer to an account designated
in writing by the Company, (ii) by the Holder surrendering a number of Warrant Shares having a Fair
Market Value on the date of exercise equal to, greater than (but only if by a fractional share) or
less than the required aggregate Exercise Price, in which case the Holder shall receive the number
of Warrant Shares to which it would otherwise be entitled upon such exercise, less the surrendered
shares, or (iii) any combination of the methods described in the foregoing clauses (i) and (ii).



     4. Adjustment of Exercise Price. The Exercise Price shall be subject to adjustment
from time to time upon the happening of certain events as follows:



          4.1 Subdivision or Combination of Stock. If at any time or from time to time after
the date hereof, the Company shall subdivide (by way of stock dividend, stock split or otherwise)
its outstanding shares of Common Stock, the Exercise Price in effect immediately prior to such
subdivision shall be reduced proportionately and the number of Warrant Shares (calculated to the
nearest whole share) shall be increased proportionately such that the number of Warrant Shares
immediately after such subdivision shall constitute the same percentage of Common Stock (calculated
on a fully diluted basis) as the Warrant Shares had represented immediately preceding the
subdivision, and conversely, in the event the outstanding shares of Common Stock shall be combined
(whether by stock combination, reverse stock split or otherwise) into a smaller number of shares,
the Exercise Price in effect immediately prior to such




 









 







combination shall be increased proportionately and the number of Warrant Shares (calculated to
the nearest whole share) shall be reduced proportionately such that the number of Warrant Shares
immediately after such combination shall constitute the same percentage of Common Stock (calculated
on a fully diluted basis) as the Warrant Shares had represented immediately preceding the
combination. The Exercise Price and the number of Warrant Shares, as so adjusted, shall be
readjusted in the same manner upon the happening of any successive event or events described in
this Section 4.1.




          4.2 Adjustment for Stock Dividends. If at any time after the date hereof, the Company
shall declare a dividend or make any other distribution upon any class or series of stock of the
Company payable in shares of Common Stock or securities convertible into shares of Common Stock,
the Exercise Price and the number of Warrant Shares to be obtained upon exercise of this Warrant
shall be adjusted proportionately to reflect the issuance of any shares of Common Stock or
convertible securities, as the case may be, issuable in payment of such dividend or distribution.
The Exercise Price and the number of Warrant Shares, as so adjusted, shall be readjusted in the
same manner upon the happening of any successive event or events described in this Section 4.2.




          4.3 Adjustments for Reclassifications. If the Common Stock issuable upon the
conversion of this Warrant shall be changed into the same or a different number of shares of any
class(es) or series of stock, whether by reclassification or otherwise (other than an adjustment
under Sections 4.1 and 4.2 or a merger, consolidation, or sale of assets provided for under Section
4.4), then and in each such event, the Holder hereof shall have the right thereafter to convert
each Warrant Share into the kind and amount of shares of stock and other securities and property
receivable upon such reclassification, or other change by holders of the number of shares of Common
Stock into which such Warrant Shares would have been convertible immediately prior to such
reclassification or change, all subject to successive adjustments thereafter from time to time
pursuant to and in accordance with, the provisions of this Section 4.




          4.4 Adjustments for Merger or Consolidation. In the event that, at any time or from
time to time after the date hereof, the Company shall (a) effect a reorganization, (b) consolidate
with or merge into any other Person, (c) sell or transfer all or substantially all of its
properties or assets, or (d) sell or transfer more than 50% of the voting capital stock of the
Company (whether issued and outstanding, newly issued, from treasury, or any combination thereof)
to any other person under any plan or arrangement contemplating the consolidation or merger, sale
or transfer, or dissolution of the Company, then, in each such case, the Holder, upon the exercise
of this Warrant as provided in Section 2.1 hereof at any time or from time to time after the
consummation of such reorganization, consolidation, merger or sale or the effective date of such
dissolution, as the case may be, shall receive, in lieu of the Warrant Shares issuable on such
exercise immediately prior to such consummation or such effective date, as the case may be, the
stock and property (including cash) to which the Holder would have been entitled upon the
consummation of such consolidation or merger, or sale or transfer, or in connection with such
dissolution, as the case may be, if the Holder had so exercised this Warrant immediately prior
thereto (assuming the payment by the Holder of the Exercise Price therefor as required hereby in a
form permitted hereby, which payment shall be included in the assets of the Company for the
purposes of determining the amount available for distribution), all subject to successive




 









 







adjustments thereafter from time to time pursuant to, and in accordance with, the provisions
of this Section 4.




          4.5 Adjustments for Issuances Below Conversion Price. In the event that, at any time
or from time to time after the date hereof, the Company shall issue Common Stock or securities
convertible, directly or indirectly, into Common Stock at a price, conversion price or exercise
price (as the case may be, assuming ultimate conversion of such security into Common Stock) less
than the Exercise Price then in effect hereunder, then the Exercise Price for the Warrant Shares
shall be reduced to such lower price relating to such issuance; provided, however, that the
Exercise Price for the Warrant Shares shall not be reduced upon the issuance of: (i) options to
purchase Common Stock or Common Stock issued or issuable upon the exercise of options to purchase
Common Stock issued pursuant to a stock option plan approved by the Board of Directors; or (ii)
pursuant to any dividend payable in Common Stock for which appropriate adjustment is made.




          4.6 Continuation of Terms. Upon any reorganization, consolidation, merger or transfer
(and any dissolution following any such transfer) referred to in this Section 4, this Warrant shall
continue in full force and effect and the terms hereof shall be applicable to the shares of Common
Stock and other securities and property receivable upon the exercise of this Warrant after the
consummation of such reorganization, consolidation or merger or the effective date of dissolution
following any such transfer, as the case may be, and shall be binding upon the issuer of any such
Common Stock or other securities, including, in the case of any such transfer, the Person acquiring
all or substantially all of the properties or assets or more than 50% of the voting capital stock
of the Company (whether issued and outstanding, newly issued or from treasury or any combination
thereof), whether or not such Person shall have expressly assumed the terms of this Warrant.




          4.7 Certificate as to Adjustments. Upon the occurrence of each adjustment or
readjustment of the Exercise Price and number of Warrant Shares pursuant to this Section 4, this
Warrant shall, without any action on the part of the Holder, be adjusted in accordance with this
Section 4, and the Company, at its expense, promptly shall compute such adjustment or readjustment
in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting
forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or
readjustment is based. The Company will forthwith send a copy of each such certificate to the
Holder in accordance with Section 10.4 below.




     5. Registration Rights. The Warrant Shares shall be entitled to registration rights
and all other rights as applicable to such shares in accordance with that certain Registration
Rights Agreement, as defined in the Securities Purchase Agreement, as the same may be amended from
time to time.



     6. Notices of Record Date. Upon (a) any establishment by the Company of a record date
of the holders of any class of securities for the purpose of determining the holders thereof who
are entitled to receive any dividend or other distribution, or right or option to acquire
securities of the Company, or any other right, or (b) any capital reorganization, reclassification,
recapitalization, merger or consolidation of the Company with or into any other corporation, any
transfer of all or substantially all the assets of the Company, or any voluntary or involuntary



 









 







dissolution, liquidation or winding up of the Company, or the sale, in a single transaction,
of a majority of the Company’s voting stock (whether newly issued, or from treasury, or previously
issued and then outstanding, or any combination thereof), the Company shall mail to the Holder at
least ten (10) business days, or such longer period as may be required by law, prior to the record
date specified therein, a notice specifying (i) the date established as the record date for the
purpose of such dividend, distribution, option or right and a description of such dividend,
distribution, option or right, (ii) the date on which any such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or winding up, or sale is expected to
become effective and (iii) the date, if any, fixed as to when the holders of record of Common Stock
shall be entitled to exchange their shares of Common Stock for securities or other property
deliverable upon such reorganization, reclassification, transfer, consolidation, merger,
dissolution, liquidation or winding up.



     7. Exchange of Warrant. Subject to the provisions of Section 8 hereof (if and to the
extent applicable), this Warrant shall be exchangeable, upon the surrender hereof by the Holder at
the principal office of the Company, for new warrants of like tenor, each registered in the name of
the Holder or in the name of such other persons as the Holder may direct (upon payment by the
Holder of any applicable transfer taxes). Each of such new warrants shall be exercisable for such
number of Warrant Shares as the Holder shall direct, provided that all of such new warrants
shall represent, in the aggregate, the right to purchase the same number of Warrant Shares and
cash, securities or other property, if any, which may be purchased by the Holder upon exercise of
this Warrant at the time of its surrender.



     8. Transfer Provisions, etc. 



          8.1 Legends. Each certificate representing any Warrant Shares issued upon exercise of
this Warrant, and of any shares of Common Stock into which such Warrant Shares may be converted,
shall bear the following legend:





“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER SAID ACT.”



          8.2 Mechanics of Transfer.




               (a) Any transfer of all or any portion of this Warrant (and the Warrant Shares), or of any
interest herein or therein, that is otherwise in compliance with applicable law shall be effected
by surrendering this Warrant to the Company at its principal office, together with a duly executed
form of assignment, in the form attached hereto. In the event of any such transfer of this
Warrant, the Company shall issue a new warrant or warrants of like tenor to the transferee(s),
representing, in the aggregate, the right to purchase the same number of Warrant Shares and cash,
securities or other property, if any, which may be purchased by the Holder upon exercise of this
Warrant at the time of its surrender.



 









 





               (b) In the event of any transfer of all or any portion of this Warrant in accordance with
Section 8.2(a) above, the Company shall issue (i) a new warrant of like tenor to the transferee,
representing the right to purchase the number of Warrant Shares, and cash, securities or other
property, if any, which were purchasable by the Holder of the transferred portion of this Warrant,
and (ii) a new warrant of like tenor to the Holder, representing the right to purchase the number
of Warrant Shares, and cash, securities or other property, if any, purchasable by the Holder of the
un-transferred portion of this Warrant. Until this Warrant or any portion thereof is transferred
on the books of the Company, the Company may treat the Holder as the absolute holder of this
Warrant and all right, title and interest therein for all purposes, notwithstanding any notice to
the contrary.



          8.3 Restrictions on Transferability of Securities.




               (a) This Warrant and the Warrant Shares issuable upon exercise of this Warrant (the
“Securities”) shall not be sold, assigned, transferred or pledged except upon the
conditions specified in this Section.



               (b) Each Holder agrees to comply in all respects with the provisions of this Warrant. Such
Holder agrees not to make any disposition of all or any portion of the Securities unless and until
(X) there is then in effect a registration statement under the Securities Act of 1933, as amended
(the “Securities Act”) covering such proposed disposition and such disposition is made in
accordance with such registration statement or (Y) such Holder shall have notified the Company of
the proposed disposition, and if reasonably requested by the Company, such holder shall have
furnished the Company with an opinion of counsel, reasonably satisfactory to the Company that such
disposition will not require registration of such shares under the Securities Act. Notwithstanding
the foregoing, no registration statement or opinion of counsel shall be necessary for a transfer by
a Holder (i) to a fund, partnership, limited liability company or other entity that is affiliated
with such transferring Holder, (ii) to a partner or member (or retired partner or member) of such
transferring holder, or to the estate of any such partner or member (or retired partner or member),
(iii) to such transferring Holder’s spouse, siblings, lineal descendants or ancestors by gift, will
or intestate succession or (iv) in compliance with Rule 144 (or any successor provision) of the
Securities Act so long as the Company is furnished with satisfactory evidence of compliance with
such rule; provided, however, that, in the case of (i), (ii) or (iii), the transferee agrees in
writing to be subject to the terms hereof to the same extent as if he or she were an original
holder hereunder.



          8.4 Warrant Register. The Company shall keep at its principal office a register for
the registration, and registration of transfers, of the Warrants. The name and address of each
Holder of one or more of the Warrants, each transfer thereof and the name and address of each
transferee of one or more of the Warrants shall be registered in such register. The Company shall
give to any Holder of a Warrant promptly upon request therefor, a complete and correct copy of the
names and addresses of all registered Holders of the Warrants.




     9. Lost, Stolen or Destroyed Warrant. Upon receipt by the Company of evidence
satisfactory to it of loss, theft, destruction or mutilation of this Warrant and, in the case of
loss, theft or destruction, on delivery of a customary affidavit of the Holder and indemnity
agreement, or, in the case of mutilation, upon surrender of this Warrant, the Company at its
expense will



 









 







execute and deliver, or will instruct its transfer agent to execute and deliver, a new Warrant
of like tenor and date, and any such lost, stolen or destroyed Warrant thereupon shall become void.



     10. General.



          10.1 Authorized Shares, Reservation of Shares for Issuance. At all times while this
Warrant is outstanding, the Company shall maintain its corporate authority to issue, and shall have
authorized and reserved for issuance upon exercise of this Warrant, such number of shares of Common
Stock, any other capital stock or other securities as shall be sufficient to perform its
obligations under this Warrant (after giving effect to any and all adjustments to the number and
kind of Warrant Shares purchasable upon exercise of this Warrant).




          10.2 No Impairment. The Company will not, by amendment of its Restated Articles of
Incorporation or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issuance or sale of securities, sale or other transfer of any of its assets or
properties, or any other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant, but will at all times in good faith carry out all such terms and
take such action as may be necessary or appropriate in order to protect the rights of the Holder
hereunder against impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of Common Stock receivable upon the exercise of this
Warrant above the amount payable therefor on such exercise, and (b) will take all action that may
be necessary or appropriate in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant.




          10.3 No Rights as Stockholder. The Holder shall not be entitled to vote or to receive
dividends or to be deemed the holder of Common Stock that may at any time be issuable upon exercise
of this Warrant for any purpose whatsoever, nor shall anything contained herein be construed to
confer upon the Holder 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 or
reclassification of stock, change of par value or change of stock to no par value, consolidation,
merger or conveyance or otherwise), or to receive notice of meetings (except to the extent
otherwise provided in this Warrant), or to receive dividends or subscription rights, until the
Holder shall have exercised this Warrant and been issued Warrant Shares in accordance with the
provisions hereof.




          10.4 Notices. All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been given if personally delivered or delivered by
overnight courier or mailed by first-class registered or certified mail, postage prepaid, return
receipt requested, or sent by fax machine, addressed as follows:




 









 








               (a) if to the Company at:




TRM Corporation

5208 N.E. 122nd Avenue

Portland, OR 97230

Attention: Richard Stern

Fax: (215) 832-0078



                    with copies to:




Ledgewood

1900 Market St., Suite 750

Philadelphia, PA 19103

Attention: Lisa A. Ernst, Esq.

Fax: (215) 735-2513



               (b) if to the Holder, at the Holder’s address appearing in the books maintained by the
Company.



     11. Amendment and Waiver. No failure or delay of the Holder in exercising any power
or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of the Holder are cumulative and not exclusive of any rights or remedies
which it would otherwise have. The terms of this Warrant may be amended, modified or waived only
with the written consent of the Company and the Holder.



     12. Governing Law. This Warrant shall be governed by and construed in accordance with
the laws of the State of New York, as such laws are applied to contracts entered into and wholly to
be performed within the State of New York and without giving effect to any principles of conflicts
or choice of law that would result in the application of the laws of any other jurisdiction.



     13. Covenants To Bind Successor and Assigns. All covenants, stipulations, promises
and agreements in this Warrant contained by or on behalf of the Company shall bind its successors
and assigns, whether so expressed or not.



     14. Severability. In case any one or more of the provisions contained in this Warrant
shall be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected or
impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable provisions.



     15. Construction. The definitions of this Warrant shall apply equally to both the
singular and the plural forms of the terms defined. Wherever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The section and paragraph
headings used herein are for convenience of reference only, are not part of this



 









 







Warrant and are not to affect the construction of or be taken into consideration in
interpreting this Warrant.



     16. Remedies. The Holder, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its rights under this
Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive
the defense in any action for specific performance that a remedy at law would be adequate. In any
action or proceeding brought to enforce any provision of this Warrant or where any provision hereof
is validly asserted as a defense, the successful party to such action or proceeding shall be
entitled to recover reasonable attorneys’ fees in addition to any other available remedy.



[signature page follows]




 









 





     In Witness Whereof, the Company has executed this Common Stock Purchase Warrant as of
the date first set forth above.



	 	 	 	 	 
	 	COMPANY:




TRM CORPORATION


 	 
	 	By:  	/s/ Richard Stern
 	 
	 	 	Name:  	Richard Stern 	 
	 	 	Title:  	President & CEO 	 
	 



[Signature Page To Common Stock Purchase Warrant]




 









 








NOTICE AND

SUBSCRIPTION




	 	 	 	 	 	 	 
	To:

	 	TRM CORPORATION.
	 	Date:	 	 
	 

	 	 	 	 	 	 
	 

	 	5208 N.E. 122nd Avenue	 	 	 	 
	 

	 	Portland, OR 97230	 	 	 	 






     The undersigned hereby irrevocably elects to exercise the right of purchase represented by the
attached Warrant for, and to exercise thereunder,
                     shares of Common Stock, of TRM
Corporation, an Oregon corporation, and tenders herewith payment of $                    , representing the
aggregate purchase price for such shares based on the price per share provided for in such Warrant.
Such payment is being made in accordance with Section 2.1(a) of the attached Warrant.



     Please issue a certificate or certificates for such shares of Common Stock in the following
name or names and denominations and deliver such certificate or certificates to the person or
persons listed below at their respective addresses set forth below:



	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 





     If said number of shares of Common Stock shall not be all the shares of Common Stock issuable
upon exercise of the attached Warrant, a new Warrant is to be issued in the name of the undersigned
for the balance remaining of such shares of Common Stock less any fraction of a share of Common
Stock paid in cash.



	 	 	 	 	 
	Dated:                     , ___
	 	 	 	 
	 

	 	 

Signature
	 	 





The undersigned TRM Corporation hereby acknowledges receipt of this Notice and Subscription and
authorizes issuance of the shares of Common Stock described above.




TRM Corporation




	 	 	 	 	 
	By:
	 	 	 	 
	Title:

	 	 

	 	 
	Date:

	 	 

	 	 
	 

	 	 

	 	 






 









 






FORM OF ASSIGNMENT




(To be executed upon assignment of Warrant)




     For value received,                      
                         hereby sells, assigns and transfers unto
                     the attached Warrant [___% of the attached Warrant], together with all right,
title and interest therein, and does hereby irrevocably constitute and appoint                     
attorney to transfer said Warrant [said percentage of said Warrant] on the books of TRM
Corporation, an Oregon corporation, with full power of substitution in the premises.



     If not all of the attached Warrant is to be so transferred, a new Warrant is to be issued in
the name of the undersigned for the balance of said Warrant.



     The undersigned hereby agrees that it will not sell, assign, or transfer the right, title and
interest in and to the Warrant unless applicable federal and state securities laws have been
complied with.



	 	 	 	 	 
	Dated:                     , ___
	 	 	 	 
	 

	 	 

Signature
	 	 






 









 






FORM OF CONVERSION NOTICE




	 	 	 	 	 	 	 
	To:

	 	TRM CORPORATION
	 	Date:	 	 
	 

	 	 	 	 	 	 
	 

	 	5208 N.E. 122nd Avenue	 	 	 	 
	 

	 	Portland, OR 97230	 	 	 	 





The undersigned registered holder of the attached Warrant hereby irrevocably converts such Warrants
with respect to                     1 Warrant Shares which such holder would be entitled to receive upon the
exercise hereof, and requests that the certificates for such shares be issued in the name of, and
delivered to                     , whose address is as follows:




	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 




Such conversion is being made in accordance with Section 2.1(b) of the attached Warrant. The
undersigned hereby represents and warrants as follows:




     (a) the undersigned is acquiring such shares of Common Stock for its own account for
investment and not for resale or with a view to distribution thereof in violation of the Securities
Act; and



     (b) the undersigned is an “accredited investor” as defined in Rule 501 of Regulation D
promulgated under the Securities Act and was not organized for the purpose of acquiring the Warrant
or such shares of Common Stock. The undersigned’s financial condition is such that it is able to
bear the risk of holding such securities for an indefinite period of time and the risk of loss of
its entire investment. The undersigned has sufficient knowledge and experience in investing in
companies similar to the Company so as to be able to evaluate the risks and merits of its
investment in the Company.



     Dated:                                        



	 	 	 	 	 
	 

	 	 

(Signature must conform in all respects to name of
holder as specified on the face of Warrant)
	 	 
	 
	 	 	 	 
	 

	 	 

(Street Address)
	 	 
	 
	 	 	 	 
	 

	 	 

(City)       (State)      (Zip Code)
	 	 






     The undersigned TRM Corporation hereby acknowledges receipt of this Conversion Notice and
authorizes issuance of the shares of Common Stock described above.



	 	 	 	 	 
	TRM Corporation	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Title:

	 	 

	 	 
	Date:

	 	 

	 	 
	 

	 	 

	 	 








 




			
	1	 	Insert here the number of Warrant Shares into which the Warrant is
convertible (or, in the case of a partial conversion, the number of Warrant
Shares as to which the Warrants evidenced by this Warrant Certificate are then
being converted). In the case of a partial conversion, a new Warrant
Certificate will be issued and delivered, representing the unconverted portion
of the Warrants, to the holder surrendering this Warrant Certificate.