“Exercise Price” means $0.28 per share of Common Stock, as applicable and as adjustedfrom 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 anyother national securities exchange, then the last reported sale price per share of Common Stock onThe NASDAQ Stock Market or such other national securities exchange in which such Common Stock isquoted or listed, as the case may be, on the date immediately preceding each date the Warrant isexercised or, if no such sale price is reported on such date, such price on the next precedingbusiness day in which such price was reported, (ii) if the Common Stock is traded over-the-counterwith an average weekly trading volume as reported on the Pink Sheets of not less than 250,000shares for each of the four full trading weeks ending on the trading day immediately preceding thedate 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 exercisedor (iii) if such Common Stock is not traded, quoted or listed on The NASDAQ Stock Market or anynational securities exchange or the over-the-counter market, then the fair market value of a shareof Common Stock, as determined in good faith by the Board of Directors of the Company in a mannerconsistent 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, unincorporatedorganization, and any government, governmental department or agency or political subdivisionthereof.     “SEC” means the Securities and Exchange Commission     “Securities Purchase Agreement” means that certain Securities Purchase Agreement datedApril 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 12,500,000 shares of Common Stock, which amountshall 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 Warrantmay be exercised, in whole or in part, with respect to any Warrant Shares, at any time and fromtime 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 principaloffice, accompanied by a subscription substantially in the form attached hereto, executed by theHolder 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 eachcase in the amount obtained by multiplying (i) the number of Warrant Shares for which the Warrantis being exercised, as designated in such subscription, by (ii) the Exercise Price. Thereupon, theHolder shall be entitled to receive the number of duly authorized, validly issued, fully paid andnonassessable 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 anyWarrant Shares, at any time and from time to time during the period commencing on the InitialExercise Date and ending at 5:00 p.m., Eastern Time, on the Expiration Date, by surrender of thisWarrant to the Company at its principal office, accompanied by a conversion notice substantially inthe form attached hereto, executed by the Holder. Thereupon, the Holder shall be entitled toreceive a number of duly authorized, validly issued, fully paid and nonassessable Warrant Sharesequal to:                    (i) the number of Warrant Shares (subject to adjustment as provided in Section 3 hereof) whichsuch Holder would be entitled to receive upon exercise of such Warrant for the number of WarrantShares designated in such conversion notice (without giving effect to any adjustment thereofpursuant to this subsection), *multiplied by*(y) the Fair Market Value of each such Warrant Share soreceivable 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 ofWarrant Shares designated in such conversion notice (without giving effect to any adjustmentthereof 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 WarrantShares immediately upon its issuance.          **2.3****Delivery of Stock Certificates on Exercise****.**As soon as practicable after theexercise 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 thename of and delivered to the Holder, or as the Holder may direct (subject in all cases, to theprovisions of Section 8 hereof), a certificate or certificates for the number of Warrant Sharespurchased by the Holder on such exercise, plus, in lieu of any fractional share to whichthe Holder would otherwise be entitled, cash equal to such fraction multiplied by the Fair MarketValue.          **2.4****Shares To Be Fully Paid and Nonassessable****.**All Warrant Shares issued upon theexercise 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 setforth herein).          **2.5****Fractional Shares****.**No fractional shares of Common Stock or scrip representingfractional shares of Common Stock shall be issued upon the exercise of this Warrant. With respectto any fraction of a share of Common Stock called for upon any exercise hereof, the Company shallmake 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 ofthis 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, registeredin 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 theHolder, acknowledge in writing its continuing obligation to afford to the Holder any rights towhich the Holder shall continue to be entitled after such exercise in accordance with theprovisions of this Warrant; provided, however, that if the Holder shall fail tomake any such request, such failure shall not affect the continuing obligation of the Company toafford to the Holder any such rights.          **2.7****Payment of Taxes and Expenses****.**The Company shall pay any recording, filing, stampor similar tax which may be payable in respect of any transfer involved in the issuance of, and thepreparation and delivery of certificates (if applicable) representing, (i) any Warrant Sharespurchased upon exercise of this Warrant and/or (ii) new or replacement warrants in the Holder’sname 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 beingpurchased may be paid (i) in cash, by certified check or by wire transfer to an account designatedin writing by the Company, (ii) by the Holder surrendering a number of Warrant Shares having a FairMarket Value on the date of exercise equal to, greater than (but only if by a fractional share) orless than the required aggregate Exercise Price, in which case the Holder shall receive the numberof Warrant Shares to which it would otherwise be entitled upon such exercise, less the surrenderedshares, 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 adjustmentfrom 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 afterthe 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 suchsubdivision shall be reduced proportionately and the number of Warrant Shares (calculated to thenearest whole share) shall be increased proportionately such that the number of Warrant Sharesimmediately after such subdivision shall constitute the same percentage of Common Stock (calculatedon a fully diluted basis) as the Warrant Shares had represented immediately preceding thesubdivision, 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 tothe nearest whole share) shall be reduced proportionately such that the number of Warrant Sharesimmediately after such combination shall constitute the same percentage of Common Stock (calculatedon a fully diluted basis) as the Warrant Shares had represented immediately preceding thecombination. The Exercise Price and the number of Warrant Shares, as so adjusted, shall bereadjusted in the same manner upon the happening of any successive event or events described inthis Section 4.1.          **4.2****Adjustment for Stock Dividends****.**If at any time after the date hereof, the Companyshall declare a dividend or make any other distribution upon any class or series of stock of theCompany 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 Warrantshall be adjusted proportionately to reflect the issuance of any shares of Common Stock orconvertible 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 thesame 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 theconversion of this Warrant shall be changed into the same or a different number of shares of anyclass(es) or series of stock, whether by reclassification or otherwise (other than an adjustmentunder Sections 4.1 and 4.2 or a merger, consolidation, or sale of assets provided for under Section4.4), then and in each such event, the Holder hereof shall have the right thereafter to converteach Warrant Share into the kind and amount of shares of stock and other securities and propertyreceivable upon such reclassification, or other change by holders of the number of shares of CommonStock into which such Warrant Shares would have been convertible immediately prior to suchreclassification or change, all subject to successive adjustments thereafter from time to timepursuant 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 fromtime to time after the date hereof, the Company shall (a) effect a reorganization, (b) consolidatewith or merge into any other Person, (c) sell or transfer all or substantially all of itsproperties or assets, or (d) sell or transfer more than 50% of the voting capital stock of theCompany (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, saleor transfer, or dissolution of the Company, then, in each such case, the Holder, upon the exerciseof this Warrant as provided in Section 2.1 hereof at any time or from time to time after theconsummation of such reorganization, consolidation, merger or sale or the effective date of suchdissolution, as the case may be, shall receive, in lieu of the Warrant Shares issuable on suchexercise immediately prior to such consummation or such effective date, as the case may be, thestock and property (including cash) to which the Holder would have been entitled upon theconsummation of such consolidation or merger, or sale or transfer, or in connection with suchdissolution, as the case may be, if the Holder had so exercised this Warrant immediately priorthereto (assuming the payment by the Holder of the Exercise Price therefor as required hereby in aform permitted hereby, which payment shall be included in the assets of the Company for thepurposes of determining the amount available for distribution), all subject to successive
 

 
adjustments thereafter from time to time pursuant to, and in accordance with, the provisionsof this Section 4.          **4.5****Adjustments for Issuances Below Conversion Price****.**In the event that, at any timeor from time to time after the date hereof, the Company shall issue Common Stock or securitiesconvertible, directly or indirectly, into Common Stock at a price, conversion price or exerciseprice (as the case may be, assuming ultimate conversion of such security into Common Stock) lessthan the Exercise Price then in effect hereunder, then the Exercise Price for the Warrant Sharesshall be reduced to such lower price relating to such issuance; *provided, however,*that theExercise Price for the Warrant Shares shall not be reduced upon the issuance of: (i) options topurchase Common Stock or Common Stock issued or issuable upon the exercise of options to purchaseCommon 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 shallcontinue in full force and effect and the terms hereof shall be applicable to the shares of CommonStock and other securities and property receivable upon the exercise of this Warrant after theconsummation of such reorganization, consolidation or merger or the effective date of dissolutionfollowing any such transfer, as the case may be, and shall be binding upon the issuer of any suchCommon Stock or other securities, including, in the case of any such transfer, the Person acquiringall or substantially all of the properties or assets or more than 50% of the voting capital stockof the Company (whether issued and outstanding, newly issued or from treasury or any combinationthereof), 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 orreadjustment of the Exercise Price and number of Warrant Shares pursuant to this Section 4, thisWarrant shall, without any action on the part of the Holder, be adjusted in accordance with thisSection 4, and the Company, at its expense, promptly shall compute such adjustment or readjustmentin accordance with the terms hereof and prepare and furnish to the Holder a certificate settingforth such adjustment or readjustment, showing in detail the facts upon which such adjustment orreadjustment is based. The Company will forthwith send a copy of each such certificate to theHolder in accordance with Section 10.4 below.     **5. ****Registration Rights****.**The Warrant Shares shall be entitled to registration rightsand all other rights as applicable to such shares in accordance with that certain RegistrationRights Agreement, as defined in the Securities Purchase Agreement, as the same may be amended fromtime to time.     **6. ****Notices of Record Date****.**Upon (a) any establishment by the Company of a record dateof the holders of any class of securities for the purpose of determining the holders thereof whoare entitled to receive any dividend or other distribution, or right or option to acquiresecurities 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, anytransfer 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 previouslyissued and then outstanding, or any combination thereof), the Company shall mail to the Holder atleast ten (10) business days, or such longer period as may be required by law, prior to the recorddate specified therein, a notice specifying (i) the date established as the record date for thepurpose 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 tobecome effective and (iii) the date, if any, fixed as to when the holders of record of Common Stockshall be entitled to exchange their shares of Common Stock for securities or other propertydeliverable 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 theextent applicable), this Warrant shall be exchangeable, upon the surrender hereof by the Holder atthe principal office of the Company, for new warrants of like tenor, each registered in the name ofthe Holder or in the name of such other persons as the Holder may direct (upon payment by theHolder of any applicable transfer taxes). Each of such new warrants shall be exercisable for suchnumber of Warrant Shares as the Holder shall direct, provided that all of such new warrantsshall represent, in the aggregate, the right to purchase the same number of Warrant Shares andcash, securities or other property, if any, which may be purchased by the Holder upon exercise ofthis Warrant at the time of its surrender.     **8. ****Transfer Provisions, etc.**          **8.1****Legends****.**Each certificate representing any Warrant Shares issued upon exercise ofthis 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 THESECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OFAN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLEEXEMPTION 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 anyinterest herein or therein, that is otherwise in compliance with applicable law shall be effectedby surrendering this Warrant to the Company at its principal office, together with a duly executedform of assignment, in the form attached hereto. In the event of any such transfer of thisWarrant, 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 thisWarrant at the time of its surrender.
 

 
               **(b) **In the event of any transfer of all or any portion of this Warrant in accordance withSection 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 otherproperty, 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 numberof Warrant Shares, and cash, securities or other property, if any, purchasable by the Holder of theun-transferred portion of this Warrant. Until this Warrant or any portion thereof is transferredon the books of the Company, the Company may treat the Holder as the absolute holder of thisWarrant and all right, title and interest therein for all purposes, notwithstanding any notice tothe 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 theconditions specified in this Section.               **(b) **Each Holder agrees to comply in all respects with the provisions of this Warrant. SuchHolder 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 inaccordance with such registration statement or (Y) such Holder shall have notified the Company ofthe proposed disposition, and if reasonably requested by the Company, such holder shall havefurnished the Company with an opinion of counsel, reasonably satisfactory to the Company that suchdisposition will not require registration of such shares under the Securities Act. Notwithstandingthe foregoing, no registration statement or opinion of counsel shall be necessary for a transfer bya Holder (i) to a fund, partnership, limited liability company or other entity that is affiliatedwith such transferring Holder, (ii) to a partner or member (or retired partner or member) of suchtransferring 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, willor intestate succession or (iv) in compliance with Rule 144 (or any successor provision) of theSecurities Act so long as the Company is furnished with satisfactory evidence of compliance withsuch rule; provided, however, that, in the case of (i), (ii) or (iii), the transferee agrees inwriting to be subject to the terms hereof to the same extent as if he or she were an originalholder hereunder.          **8.4****Warrant Register****.**The Company shall keep at its principal office a register forthe registration, and registration of transfers, of the Warrants. The name and address of eachHolder of one or more of the Warrants, each transfer thereof and the name and address of eachtransferee of one or more of the Warrants shall be registered in such register. The Company shallgive to any Holder of a Warrant promptly upon request therefor, a complete and correct copy of thenames and addresses of all registered Holders of the Warrants.     **9. ****Lost, Stolen or Destroyed Warrant****.**Upon receipt by the Company of evidencesatisfactory to it of loss, theft, destruction or mutilation of this Warrant and, in the case ofloss, theft or destruction, on delivery of a customary affidavit of the Holder and indemnityagreement, or, in the case of mutilation, upon surrender of this Warrant, the Company at itsexpense will
 

 
execute and deliver, or will instruct its transfer agent to execute and deliver, a new Warrantof 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 thisWarrant is outstanding, the Company shall maintain its corporate authority to issue, and shall haveauthorized and reserved for issuance upon exercise of this Warrant, such number of shares of CommonStock, any other capital stock or other securities as shall be sufficient to perform itsobligations under this Warrant (after giving effect to any and all adjustments to the number andkind of Warrant Shares purchasable upon exercise of this Warrant).          **10.2****No Impairment****.**The Company will not, by amendment of its Restated Articles ofIncorporation or through any reorganization, transfer of assets, consolidation, merger,dissolution, issuance or sale of securities, sale or other transfer of any of its assets orproperties, or any other voluntary action, avoid or seek to avoid the observance or performance ofany of the terms of this Warrant, but will at all times in good faith carry out all such terms andtake such action as may be necessary or appropriate in order to protect the rights of the Holderhereunder 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 thisWarrant above the amount payable therefor on such exercise, and (b) will take all action that maybe necessary or appropriate in order that the Company may validly and legally issue fully paid andnonassessable 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 receivedividends or to be deemed the holder of Common Stock that may at any time be issuable upon exerciseof this Warrant for any purpose whatsoever, nor shall anything contained herein be construed toconfer upon the Holder any of the rights of a stockholder of the Company or any right to vote forthe election of directors or upon any matter submitted to stockholders at any meeting thereof, orto give or withhold consent to any corporate action (whether upon any recapitalization, issuance orreclassification 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 extentotherwise provided in this Warrant), or to receive dividends or subscription rights, until theHolder shall have exercised this Warrant and been issued Warrant Shares in accordance with theprovisions hereof.          **10.4****Notices****.**All notices, requests, consents and other communications hereundershall be in writing and shall be deemed to have been given if personally delivered or delivered byovernight courier or mailed by first-class registered or certified mail, postage prepaid, returnreceipt requested, or sent by fax machine, addressed as follows:
 

 
               **(a) **if to the Company at:TRM Corporation