ADDENDUM TO WARRANT TO PURCHSE COMMON STOCK
This Addendum to Warrant to Purchase Common Stock is entered into as of the 21st
day of April 2004 by and between USA Technologies, Inc., a Pennsylvania
corporation ("USA") and La Jolla Cove Investors, Inc., a California corporation
("LJCI")
WHEREAS, LJCI and USA are parties to that certain Warrant to Purchase Common
Stock dated as of August 2, 2001 ("Conversion Warrant"; and
WHEREAS, the Conversion Warrant expires on August 2, 2004; and
WHEREAS, the parties desire to extend the expiration date of the Warrant and
agree to certain other matters, all as set forth below.
NOW, THEREFORE, in consideration of the mutual promises and convenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, USA and LJCI agree as follows:
1. All terms used herein shall have the definitions set forth in the
Conversion Warrant.
2. The Expiration Date of the Conversion Warrant is extended to December 1,
2005
3. LJCI agrees to cumulatively sell less than: (a) 50,000 shares of USA
Common Stock per day from the date hereof through April 28, 2004, (b)
100,000 shares of USA Common Stock per day on April 29, 2004 and April 30,
2004, and (c) in each calendar month after April 2004, the greater of: (i)
7% of the previous month's volume or (ii) 2,000,000 shares of USA Common
Stock.
4. LJCI does hereby fully, unconditionally and irrevocably remise, release
and discharge USA, and its successors and assigns, of and from any and all
manner of causes of actions, suits, debts, damages, claims, liabilities
and demands of any nature whatsoever, whether vested or contingent,
existing or hereafter accruing, known or unknown, which LJCI ever had, now
has, or hereafter can, shall or may have against USA for, upon or by
reason of any delay in having or failure to have the Warrant Shares (or
any other shares of USA covered by the Registration Rights Agreement)
registered for resale under the Securities Act of 1933, as amended or for
any breach by USA of any obligations to register these shares for resale
under the Registration Rights Agreement or the Purchase Agreement.
5. Except as specifically amended herein, all other terms and conditions of
the Conversion Warrant shall remain in full force and effect.
IN WITNESS WHEREOF, USA and LJCI have caused this Addendum to Warrant to
Purchase Common Stock to be signed by its duly authorized officers on the date
first set forth above.
USA Technologies, Inc. La Jolla Cove Investors, Inc.
By: /s/Xxxxxx X. Xxxxxx By: /s/Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxxxx Name: Xxxxxx Xxxx
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Title: Chairman & CEO Title: Portfolio Mgr
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