USA Technologies, Inc.
000 Xxxxx Xxxxxx
Xxxxx, Xxxxxxxxxxxx 19087
March 6, 2001
Xxxxxxxx Hay & Xxxxxx, LLP
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
This is to acknowledge and confirm our agreement regarding the issuance
to Xxxxxxx Xxxxxx, Xxxx Xxx and Xxxxx Xxxxxxxx, of an aggregate of 200,000
shares of Common Stock. The shares will be issued in payment on account of the
legal fees due, or to become due, to Xxxxxxxx Hay & Xxxxxx, LLP (the "Firm") by
the Company, all pursuant to the terms and conditions set forth herein.
(1) This will confirm that the Firm has been retained to represent the
Company in connection with the current litigation with Mail Boxes Etc. USA, Inc.
("MBE Litigation"). It is understood and agreed that none of the Firm's services
to be rendered on behalf of the Company shall be in connection with the offer or
sale of any securities of the Company in a capital raising transaction or
directly or indirectly promoting or maintaining a market for the Company's
securities.
(2) The Company shall issue a total of 200,000 shares of fully paid and
nonassessable Common Stock of the Company to be valued at $1.00 per share, or an
aggregate of $200,000. This represents the closing bid price of the Common Stock
on the date of approval by the Company of the issuance of these shares. Promptly
following the effective date of the registration statement described below, the
Company shall issue such stock as follows: 66,667 shares to Xxxxx Xxxxxxxx;
66,667 shares to Xxxx Xxx; and 66,666 shares to Xxxxxxx Xxxxxx.
Promptly after the signing of this letter, the Company will
cause a registration statement on Form S-8 to be filed with the Securities and
Exchange Commission for the purpose of registering the 200,000 shares of Common
Stock of the Company to be issued to Xxxxxxx Xxxxxx, Xxxx Xxx and Xxxxx
Xxxxxxxx.
(3) Because you are representing the Company in connection with the MBE
Litigation, you and the Company want to make sure that any trading by you in the
Common Stock to be issued hereunder would not violate any applicable xxxxxxx
xxxxxxx laws. In this regard, the Company shall at your request deliver to you
at the time of the issuance of the shares of Common Stock a comfort letter from
its general counsel indicating certain guidelines which should assist all of you
in avoiding the violation of, or avoiding the appearance of the violation of,
any applicable xxxxxxx xxxxxxx laws. These guidelines will be similar to the
guidelines set forth in the New York Stock Exchange Listed Company Manual
regarding xxxxxxx xxxxxxx and the timing of transactions as well as in
accordance with Rule 10b5-1 of the Securities Act of 1934.
Except as specifically set forth herein, all of the terms and
conditions of our prior fee agreement shall remain in full force and effect.
Please indicate your acceptance of the terms of this letter by signing
below where indicated and returning it to me.
USA TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------------
Xxxxxx X. Xxxxxx, Xx.
Chief Executive Officer
ACCEPTED:
Xxxxxxxx Hay & Xxxxxx, LLP
By: /s/ Xxxx Xxx
----------------------------
Xxxx Xxx, Member
