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
  Void after April 18, 2015
 Warrant Holder
 1. Definitions .
 Affiliate
 Common Stock
 Company




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Exercise Price
 Expiration Date
 Fair Market Value
 Holder
 Initial Exercise Date
 Person
 SEC
 Securities Purchase Agreement
 Warrant Shares
 2. Exercise of Warrant
 2.1 Method of Exercise; Payment
 (a) Cash Exercise




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(b) Cashless Exercise/Conversion
 multiplied by
 minus
 multiplied by
 divided by
  2.2 Immediate Vesting .
 2.3 Delivery of Stock Certificates on Exercise . plus
 2.4 Shares To Be Fully Paid and Nonassessable .




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2.5 Fractional Shares .
 2.6 Issuance of New Warrants; Company Acknowledgment . provided however
 2.7 Payment of Taxes and Expenses .
 3. Payment of Exercise Price .
 4. Adjustment of Exercise Price .
 4.1 Subdivision or Combination of Stock .




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4.2 Adjustment for Stock Dividends .
 4.3 Adjustments for Reclassifications .
 4.4 Adjustments for Merger or Consolidation .




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4.5 Adjustments for Issuances Below Conversion Price . provided, however,
 4.6 Continuation of Terms .
 4.7 Certificate as to Adjustments .
 5. Registration Rights .
 6. Notices of Record Date .




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7. Exchange of Warrant . provided
 8. Transfer Provisions, etc.
 8.1 Legends .
  8.2 Mechanics of Transfer
 (a)




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(b)
 8.3 Restrictions on Transferability of Securities .
 (a) Securities
 (b) Securities Act
 8.4 Warrant Register .
 9. Lost, Stolen or Destroyed Warrant .




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10. General
 10.1 Authorized Shares, Reservation of Shares for Issuance .
 10.2 No Impairment .
 10.3 No Rights as Stockholder .
 10.4 Notices .




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(a)
 nd
  
 (b)
 11. Amendment and Waiver .
 12. Governing Law .
 13. Covenants To Bind Successor and Assigns .
 14. Severability .
 15. Construction .




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16. Remedies.
 [signature page follows]




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In Witness Whereof,
 COMPANY:TRM CORPORATIONBy:
    /s/ Richard SternName:
    Richard SternTitle:
    President & CEO [ ]




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NOTICE AND  SUBSCRIPTION
 To:
    
    TRM CORPORATION.
    
    Date:5208 N.E. 122nd AvenuePortland, OR 97230
 
  
  Dated: , ___Signature
  TRM Corporation
 By:Title:Date:




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FORM OF ASSIGNMENT
  
   Dated: , ___Signature




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FORM OF CONVERSION NOTICE
 To:
    
    TRM CORPORATION
    
    Date:5208 N.E. 122nd AvenuePortland, OR 97230
 
 
    
 (Signature must conform in all respects to name of
holder as specified on the face of Warrant)(Street Address)(City)       (State)      (Zip Code)
  TRM CorporationBy: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.