ADDENDUM TO WARRANT TO PURCHSE COMMON STOCK
This Addendum to Warrant to Purchase Common Stock is entered into as of the 11th
day of May 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 parties desire to amend the Conversion Warrant in certain respects.
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. USA shall deliver to LJCI by DWAC on or before May 14, 2004, the remaining
12,510,000 Warrant Shares that LJCI is entitled to under the Conversion
Warrant for the sum of $1,125,908 (which represents an Exercise Price of
$0.0908 on the 12,510,000 Warrant Shares hereunder and the 1,000,000
Warrant Shares received from the May 4, 2004 conversion Warrant exercise).
The Warrant Shares shall be delivered by USA to LJCI in three tranches of
4,170,000 shares each. Upon confirmation that each tranche of 4,170,000
Warrant Shares has been received, LJCI shall immediately wire USA the sum
of $375,303 for each tranche.
3. The selling restrictions contained in the Addendum to Warrant to Purchase
Common Stock dated April 21, 2004 shall remain in full force and effect.
4. 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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