0000896429-07-000060 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 17th, 2007 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 17th, 2007, by and among USA Technologies, Inc., a Pennsylvania corporation, with headquarters located at 100 Deerfield Lane, Suite 140, Malvern, Pennsylvania 19355 (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 17th, 2007 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of October 17, 2007, by and among USA Technologies, Inc., a Pennsylvania corporation, with headquarters located at 100 Deerfield Lane, Suite 140, Malvern, Pennsylvania 19355 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

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