EXHIBIT 4.22
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO USA TECHNOLOGIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Right to Purchase 750,000 shares of Common Stock of USA
Technologies, Inc. (subject to adjustment as provided herein)
COMMON STOCK PURCHASE WARRANT
No. 2002-__ Issue Date: November 4, 2002
USA TECHNOLOGIES, INC., a corporation organized under the laws of the
State of Pennsylvania (the "Company"), hereby certifies that, for value
received, ALPHA CAPITAL AKTIENGESELLSCHAFT (the "Holder"), or assigns, is
entitled, subject to the terms set forth below, to purchase from the
Company from and after the Issue Date and at any time or from time to time
before 5:00 p.m., New York time, through five (5) years after such date
(the "Expiration Date"), up to 750,000 fully paid and nonassessable shares
of Common Stock (as hereinafter defined), no par value per share, of the
Company at a per share purchase price of $.15 [the closing price of the
Common Stock for the trading day immediately preceding the Issue Date]. The
aforedescribed purchase price per share, as adjusted from time to time as
herein provided, are referred to herein as the "Purchase Price". The number
and character of such shares of Common Stock and the Purchase Price are
subject to adjustment as provided herein.
As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:
(a) The term "Company" shall include USA Technologies, Inc. and any
corporation which shall succeed or assume the obligations of USA
Technologies, Inc. hereunder.
(b) The term "Common Stock" includes (a) the Company's Common Stock,
no par value per share, as authorized on the date of the Subscription
Agreement referred to in Section 9 hereof, (b) any other capital stock of
any class or classes (however designated) of the Company, authorized on or
after such date, the holders of which shall have the right, without
limitation as to amount, either to all or to a share of the balance of
current dividends and liquidating dividends after the payment of dividends
and distributions on any shares entitled to preference, and the holders of
which shall ordinarily, in the absence of contingencies, be entitled to
vote for the election of a majority of directors of the Company (even if
the right so to vote has been suspended by the happening of such a
contingency) and (c) any other securities into which or for which any of
the securities described in (a) or (b) may be converted or exchanged
pursuant to a plan of recapitalization, reorganization, merger, sale of
assets or otherwise.
(c) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate
or otherwise) which the holder of the Warrant at any time shall be entitled
to receive, or shall have received, on the exercise of the Warrant, in lieu
of or in addition to Common Stock, or which at any time shall be issuable
or shall have been issued in exchange for or in replacement of Common Stock
or Other Securities pursuant to Section 4 or otherwise.
1. Exercise of Warrant.
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1.1. Number of Shares Issuable upon Exercise.
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From and after the Issue Date through and including the Expiration
Date, the holder hereof shall be entitled to receive, upon exercise of this
Warrant in whole in accordance with the terms of subsection 1.2 or upon
exercise of this Warrant in part in accordance with subsection 1.3, shares
of Common Stock of the Company, subject to adjustment pursuant to Section
4.
1.2. Full Exercise.
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This Warrant may be exercised in full by the holder hereof by delivery
of an original or facsimile copy of the form of subscription attached as
Exhibit A hereto (the "Subscription Form") duly executed by such holder and
surrender of the original Warrant within seven (7) days of exercise, to the
Company at its principal office or at the office of its Warrant Agent (as
provided hereinafter), accompanied by payment, in cash, wire transfer or by
certified or official bank check payable to the order of the Company, in
the amount obtained by multiplying the number of shares of Common Stock for
which this Warrant is then exercisable by the Purchase Price then in
effect.
1.3. Partial Exercise.
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This Warrant may be exercised in part (but not for a fractional share)
by surrender of this Warrant in the manner and at the place provided in
subsection 1.2 except that the amount payable by the holder on such partial
exercise shall be the amount obtained by multiplying (a) the number of
whole shares of Common Stock designated by the holder in the Subscription
Form by (b) the Purchase Price then in effect. On any such partial
exercise, the Company, at its expense, will forthwith issue and deliver to
or upon the order of the holder hereof a new Warrant of like tenor, in the
name of the holder hereof or as such holder (upon payment by such holder of
any applicable transfer taxes) may request, the whole number of shares of
Common Stock for which such Warrant may still be exercised.
1.4. Fair Market Value.
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Fair Market Value of a share of Common Stock as of a particular date
(the "Determination Date") shall mean the Fair Market Value of a share of
the Company's Common Stock. Fair Market Value of a share of Common Stock as
of a Determination Date shall mean:
(a) If the Company's Common Stock is traded on an exchange or is
quoted on the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") National Market System, the NASDAQ SmallCap Market or
the American Stock Exchange, Inc., then the closing or last sale price,
respectively, reported for the last business day immediately preceding the
Determination Date.
(b) If the Company's Common Stock is not traded on an exchange or on
the NASDAQ National Market System, the NASDAQ SmallCap Market or the
American Stock Exchange, Inc., but is traded in the over-the-counter
market, then the mean of the closing bid and asked prices reported for the
last business day immediately preceding the Determination Date.
(c) Except as provided in clause (d) below, if the Company's Common
Stock is not publicly traded, then as the Holder and the Company agree or
in the absence of agreement by arbitration in accordance with the rules
then standing of the American Arbitration Association, before a single
arbitrator to be chosen from a panel of persons qualified by education and
training to pass on the matter to be decided.
(d) If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a liquidation,
dissolution or winding up pursuant to the Company's charter, then all
amounts to be payable per share to holders of the Common Stock pursuant to
the charter in the event of such liquidation, dissolution or winding up,
plus all other amounts to be payable per share in respect of the Common
Stock in liquidation under the charter, assuming for the purposes of this
clause (d) that all of the shares of Common Stock then issuable upon
exercise of all of the Warrants are outstanding at the Determination Date.
1.5. Company Acknowledgment.
-----------------------
The Company will, at the time of the exercise of the Warrant, upon the
request of the holder hereof acknowledge in writing its continuing
obligation to afford to such holder any rights to which such holder shall
continue to be entitled after such exercise in accordance with the
provisions of this Warrant. If the holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the
Company to afford to such holder any such rights.
1.6. Trustee for Warrant Holders.
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In the event that a bank or trust company shall have been appointed as
trustee for the holders of the Warrants pursuant to Subsection 3.2, such
bank or trust company shall have all the powers and duties of a warrant
agent (as hereinafter described) and shall accept, in its own name for the
account of the Company or such successor person as may be entitled thereto,
all amounts otherwise payable to the Company or such successor, as the case
may be, on exercise of this Warrant pursuant to this Section 1.
2.1 Delivery of Stock Certificates, etc. on Exercise.
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The Company agrees that the shares of Common Stock purchased upon
exercise of this Warrant shall be deemed to be issued to the holder hereof
as the record owner of such shares as of the close of business on the date
on which this Warrant shall have been surrendered and payment made for such
shares as aforesaid. As soon as practicable after the exercise of this
Warrant in full or in part, and in any event within seven (7) days
thereafter, the Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and
delivered to the holder hereof, or as such holder (upon payment by such
holder of any applicable transfer taxes) may direct in compliance with
applicable securities laws, a certificate or certificates for the number of
duly and validly issued, fully paid and nonassessable shares of Common
Stock (or Other Securities) to which such holder shall be entitled on such
exercise, plus, in lieu of any fractional share to which such holder would
otherwise be entitled, cash equal to such fraction multiplied by the then
Fair Market Value of one full share, together with any other stock or other
securities and property (including cash, where applicable) to which such
holder is entitled upon such exercise pursuant to Section 1 or otherwise.
2.2. Cashless Exercise.
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(a) If a Registration Statement is effective and the Holder may sell
its Shares of Company Common Stock upon exercise hereof thereunder, this
Warrant may be exercisable in whole or in part for cash only as set forth
in Section 1 above. If no such Registration Statement is available, payment
upon exercise may be made at the option of the Holder either in (i) cash or
by certified or official bank check payable to the order of the Company
equal to the applicable aggregate Purchase Price, (ii) by delivery of
Common Stock issuable upon exercise of the Warrants in accordance with
Section (b) below or (iii) by a combination of any of the foregoing
methods, for the number of Common Shares specified in such form (as such
exercise number shall be adjusted to reflect any adjustment in the total
number of shares of Common Stock issuable to the holder per the terms of
this Warrant) and the holder shall thereupon be entitled to receive the
number of duly authorized, validly issued, fully-paid and non-assessable
shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair
Market Value of one share of Common Stock is greater than the Purchase
Price (at the date of calculation as set forth below), in lieu of
exercising this Warrant for cash, upon consent of the Company, the holder
may elect to receive shares equal to the value (as determined below) of
this Warrant (or the portion thereof being cancelled) by surrender of this
Warrant at the principal office of the Company together with the properly
endorsed Subscription Form in which event the Company shall issue to the
holder a number of shares of Common Stock computed using the following
formula:
X=Y (A-B)
A
Where X= the number of shares of Common Stock to be issued to the holder
Y= the number of shares of Common Stock
purchasable under the Warrant or, if only a
portion of the Warrant is being exercised,
the portion of the Warrant being exercised
(at the date of such calculation)
A= the Fair Market Value of one share of the Company's Common Stock
(at the date of such calculation)
B= Purchase Price (as adjusted to the date of such calculation)
(c) The Holder may not employ the cashless exercise feature described
above at any time that the Warrant Stock to be issued upon exercise is
included for unrestricted resale in an effective registration statement.
3. Adjustment for Reorganization, Consolidation, Merger, etc.
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3.1. Reorganization, Consolidation, Merger, etc.
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In case at any time or from time to time, the Company shall (a) effect
a reorganization, (b) consolidate with or merge into any other person or
(c) transfer all or substantially all of its properties or assets to any
other person under any plan or arrangement contemplating the dissolution of
the Company, then, in each such case, as a condition to the consummation of
such a transaction, proper and adequate provision shall be made by the
Company whereby the holder of this Warrant, on the exercise hereof as
provided in Section 1, at any time after the consummation of such
reorganization, consolidation or merger or the effective date of such
dissolution, as the case may be, shall receive, in lieu of the Common Stock
(or Other Securities) issuable on such exercise prior to such consummation
or such effective date, the stock and other securities and property
(including cash) to which such holder would have been entitled upon such
consummation or in connection with such dissolution, as the case may be, if
such holder had so exercised this Warrant, immediately prior thereto, all
subject to further adjustment thereafter as provided in Section 4.
3.2. Dissolution.
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In the event of any dissolution of the Company following the transfer
of all or substantially all of its properties or assets, the Company, prior
to such dissolution, shall at its expense deliver or cause to be delivered
the stock and other securities and property (including cash, where
applicable) receivable by the holders of the Warrants after the effective
date of such dissolution pursuant to this Section 3 to a bank or trust
company having its principal office in New York, NY, as trustee for the
holder or holders of the Warrants.
3.3. Continuation of Terms.
---------------------
Upon any reorganization, consolidation, merger or transfer (and any
dissolution following any transfer) referred to in this Section 3, this
Warrant shall continue in full force and effect and the terms hereof shall
be applicable to the shares of stock and other securities and property
receivable on 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 stock or other securities, including,
in the case of any such transfer, the person acquiring all or substantially
all of the properties or assets of the Company, whether or not such person
shall have expressly assumed the terms of this Warrant as provided in
Section 4. In the event this Warrant does not continue in full force and
effect after the consummation of the transaction described in this Section
3, then only in such event will the Company's securities and property
(including cash, where applicable) receivable by the holders of the
Warrants be delivered to the Trustee as contemplated by Section 3.2.
3.4 Share Issuance.
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If the Company shall issue any shares of Common Stock prior to the
complete exercise of this Warrant for a consideration less than the
Purchase Price that would be in effect at the time of such issue, then, and
thereafter successively upon each such issue, the Purchase Price shall be
reduced as follows: (i) the number of shares of Common Stock outstanding
immediately prior to such issue shall be multiplied by the Purchase Price
in effect at the time of such issue and the product shall be added to the
aggregate consideration, if any, received by the Company upon such issue of
additional shares of Common Stock; and (ii) the sum so obtained shall be
divided by the number of shares of Common Stock outstanding immediately
after such issue. The resulting quotient shall be the adjusted Purchase
Price. For purposes of this adjustment, the issuance of any security of the
Company carrying the right to convert such security into shares of Common
Stock or of any warrant, right or option to purchase Common Stock shall
result in an adjustment to the Purchase Price upon the issuance of shares
of Common Stock upon exercise of such conversion or purchase rights.
4. Extraordinary Events Regarding Common Stock.
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In the event that the Company shall (a) issue additional shares of the
Common Stock as a dividend or other distribution on outstanding Common
Stock, (b) subdivide its outstanding shares of Common Stock or (c) combine
its outstanding shares of the Common Stock into a smaller number of shares
of the Common Stock, then, in each such event, the Purchase Price shall,
simultaneously with the happening of such event, be adjusted by multiplying
the then Purchase Price by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to such
event and the denominator of which shall be the number of shares of Common
Stock outstanding immediately after such event, and the product so obtained
shall thereafter be the Purchase Price then in effect. The Purchase Price,
as so adjusted, shall be readjusted in the same manner upon the happening
of any successive event or events described herein in this Section 4. The
number of shares of Common Stock that the holder of this Warrant shall
thereafter, on the exercise hereof as provided in Section 1, be entitled to
receive shall be increased to a number determined by multiplying the number
of shares of Common Stock that would otherwise (but for the provisions of
this Section 4) be issuable on such exercise by a fraction of which (a) the
numerator is the Purchase Price that would otherwise (but for the
provisions of this Section 4) be in effect, and (b) the denominator is the
Purchase Price in effect on the date of such exercise.
5. Certificate as to Adjustments.
-----------------------------
In each case of any adjustment or readjustment in the shares of Common
Stock (or Other Securities) issuable on the exercise of the Warrants, the
Company at its expense will promptly cause its Chief Financial Officer or
other appropriate designee to compute such adjustment or readjustment in
accordance with the terms of the Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon
which such adjustment or readjustment is based, including a statement of
(a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or
deemed to have been issued or sold, (b) the number of shares of Common
Stock (or Other Securities) outstanding or deemed to be outstanding and (c)
the Purchase Price and the number of shares of Common Stock to be received
upon exercise of this Warrant, in effect immediately prior to such
adjustment or readjustment and as adjusted or readjusted as provided in
this Warrant. The Company will forthwith mail a copy of each such
certificate to the holder of the Warrant and any Warrant Agent of the
Company (appointed pursuant to Section 11 hereof).
6. Reservation of Stock, etc. Issuable on Exercise of Warrant;
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Financial Statements.
--------------------
The Company will at all times reserve and keep available, solely for
issuance and delivery on the exercise of the Warrants, all shares of Common
Stock (or Other Securities) from time to time issuable on the exercise of
the Warrant. This Warrant entitles the holder hereof to receive copies of
all financial and other information distributed or required to be
distributed to the holders of the Company's Common Stock.
7. Assignment; Exchange of Warrant.
-------------------------------
Subject to compliance with applicable securities laws, this Warrant,
and the rights evidenced hereby, may be transferred by any registered
holder hereof (a "Transferor") with respect to any or all of the Shares. On
the surrender for exchange of this Warrant, with the Transferor's
endorsement in the form of Exhibit B attached hereto (the "Transferor
Endorsement Form") and together with evidence reasonably satisfactory to
the Company demonstrating compliance with applicable securities laws, the
Company at its expense, but with payment by the Transferor of any
applicable transfer taxes, will issue and deliver to or on the order of the
Transferor thereof a new Warrant or Warrants of like tenor, in the name of
the Transferor and/or the transferee(s) specified in such Transferor
Endorsement Form (each a "Transferee"), calling in the aggregate on the
face or faces thereof for the number of shares of Common Stock called for
on the face or faces of the Warrant so surrendered by the Transferor.
8. Replacement of Warrant.
----------------------
On receipt of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant and, in the case of
any such loss, theft or destruction of this Warrant, on delivery of an
indemnity agreement or security reasonably satisfactory in form and amount
to the Company or, in the case of any such mutilation, on surrender and
cancellation of this Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.
9. Registration Rights.
-------------------
The Holder of this Warrant has been granted certain registration
rights by the Company. These registration rights are set forth in a
Subscription Agreement entered into by the Company and Subscriber of the
Company's Common Stock at or prior to the issue date of this Warrant. The
terms of the Subscription Agreement are incorporated herein by this
reference. For each 30 days of the pendency of a Non-Registration Event,
the Purchase Price shall be reduced by 10% of the initial Purchase Price
(subject to other adjustments described in this Warrant). The Purchase
Price may not be reduced below $.001 pursuant to this Section 9 (subject to
other adjustments described in this Warrant).
10. Maximum Exercise.
----------------
The Holder shall not be entitled to exercise this Warrant on an
exercise date, in connection with that number of shares of Common Stock
which would be in excess of the sum of (i) the number of shares of Common
Stock beneficially owned by the Holder and its affiliates on an exercise
date, and (ii) the number of shares of Common Stock issuable upon the
exercise of this Warrant with respect to which the determination of this
limitation is being made on an exercise date, which would result in
beneficial ownership by the Holder and its affiliates of more than 9.99% of
the outstanding shares of Common Stock of the Company on such date. For the
purposes of the immediately preceding sentence, beneficial ownership shall
be determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the
foregoing, the Holder shall not be limited to aggregate exercises which
would result in the issuance of more than 9.99%. The restriction described
in this paragraph may be revoked upon seventy-five (75) days prior notice
from the Holder to the Company. The Holder may allocate which of the equity
of the Company deemed beneficially owned by the Subscriber shall be
included in the 9.99% amount described above and which shall be allocated
to the excess above 9.99%.
11. Warrant Agent.
-------------
The Company may, by written notice to the each holder of the Warrant,
appoint an agent for the purpose of issuing Common Stock (or Other
Securities) on the exercise of this Warrant pursuant to Section 1,
exchanging this Warrant pursuant to Section 7, and replacing this Warrant
pursuant to Section 8, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at
such office by such agent.
12. Transfer on the Company's Books.
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Until this Warrant is transferred on the books of the Company, the
Company may treat the registered holder hereof as the absolute owner hereof
for all purposes, notwithstanding any notice to the contrary.
13. Notices.
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All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with
charges prepaid, or (iv) transmitted by hand delivery, telegram, or
facsimile, addressed as set forth below or to such other address as such
party shall have specified most recently by written notice. Any notice or
other communication required or permitted to be given hereunder shall be
deemed effective (a) upon hand delivery or delivery by facsimile, with
accurate confirmation generated by the transmitting facsimile machine, at
the address or number designated below (if delivered on a business day
during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be
received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or
upon actual receipt of such mailing, whichever shall first occur. The
addresses for such communications shall be: (i) if to the Company to USA
Technologies, Inc., 000 Xxxxx Xxxxxx, Xxxxx, XX 00000, Attn: Xxxxxx X.
Xxxxxx, Xx., telecopier: (000) 000-0000, with a copy by telecopier only to:
Lurio & Associates, One Commerce Square, Suite 2340, 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxxx, XX 00000-0000, Attn: Xxxxxxx X. Xxxxx, Esq., telecopier: (215)
665-8582, and (ii) if to the Holder of this Warrant, to: Alpha Capital
Aktiengesellschaft, Xxxxxxxxx 0, 0000 Xxxxxxxxxxx, Vaduz, Lichtenstein,
telecopier: 000-00-00000000, with a copy by telecopier only to Grushko &
Xxxxxxx, P.C., 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000,
telecopier number: (000) 000-0000.
14. Miscellaneous.
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This Warrant and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against
which enforcement of such change, waiver, discharge or termination is
sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of New York. Any dispute relating to this Warrant
shall be adjudicated in New York County in the State of New York. The
headings in this Warrant are for purposes of reference only, and shall not
limit or otherwise affect any of the terms hereof. The invalidity or
unenforceability of any provision hereof shall in no way affect the
validity or enforceability of any other provision.
IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first written above.
USA TECHNOLOGIES, INC.
/s/ Xxxxxx X. Xxxxxx, Xx.
By:_________________________
Name: Xxxxxx X. Xxxxxx
Title: CEO
Witness:
________________________________
Exhibit A
FORM OF SUBSCRIPTION
(to be signed only on exercise of Warrant)
TO: USA TECHNOLOGIES, INC.
The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):
___ ________ shares of the Common Stock covered by such Warrant; or
___ the maximum number of shares of Common Stock covered by such Warrant
pursuant to the cashless exercise procedure set forth in Section 2.
The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):
___ $__________ in lawful money of the United States; and/or
___ the cancellation of such portion of the attached Warrant as is exercisable
for a total of _______ shares of Common Stock (using a Fair Market Value of
$_______ per share for purposes of this calculation); and/or
___ the cancellation of such number of shares of Common Stock as is necessary,
in accordance with the formula set forth in Section 2, to exercise this Warrant
with respect to the maximum number of shares of Common Stock purchasable
pursuant to the cashless exercise procedure set forth in Section 2.
The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to
_________________________________ whose address is
_______________________________________________________________________________
_______________________________________________________________________________
The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the "Securities Act"), or pursuant to an exemption from
registration under the Securities Act.
Dated:___________________ ________________________________________
(Signature must conform to name of holder
as specified on the face of the Warrant)
________________________________________
________________________________________
(Address)
Exhibit B
FORM OF TRANSFEROR ENDORSEMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and
transfers unto the person(s) named below under the heading "Transferees" the
right represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of USA TECHNOLOGIES, INC. to which the within Warrant
relates specified under the headings "Percentage Transferred" and "Number
Transferred," respectively, opposite the name(s) of such person(s) and appoints
each such person Attorney to transfer its respective right on the books of USA
TECHNOLOGIES, INC. with full power of substitution in the premises.
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Transferees Percentage Transferred Number Transferred
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Dated: ____________, _______
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(Signature must conform to name of holder as
specified on themface of the warrant)
Signed in the presence of:
_____________________________ _____________________________
(Name) _____________________________
(address)
ACCEPTED AND AGREED: _____________________________
[TRANSFEREE] _____________________________
(address)
_____________________________
(Name)
