WARRANT AGREEMENTWarrant Agreement • April 22nd, 2010 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • Pennsylvania
Agreement made as of _________, 2010 between USA Technologies, Inc., a Pennsylvania corporation, with offices at 100 Deerfield Lane, Suite 140, Malvern, PA 19355 (“Company”), and American Stock Transfer & Trust Company, LLC, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“Warrant Agent”).
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED,...Dealer-Manager Warrant • April 22nd, 2010 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • Pennsylvania
This DEALER-MANAGER WARRANT (this “Warrant”) of USA Technologies, Inc., a corporation duly organized and validly existing under the laws of the Commonwealth of Pennsylvania (the “Company”), is being issued pursuant to that certain Placement Agent And Dealer Manager Agreement dated as of __________, 2010, by and between the Company and Source Capital Group, Inc. (the “Dealer Manager”) relating to an offering by the Company of rights (the “Offering”) to subscribe for common stock, no par value per share (the “Common Stock”), and warrants to acquire Common Stock. The Dealer Manager has acted as dealer-manager for the Offering.
WARRANTUsa Technologies Inc • April 22nd, 2010 • Calculating & accounting machines (no electronic computers)
THIS CERTIFIES THAT, for value received ______________________________________ is the registered holder of a Warrant or Warrants expiring December 31, 2013 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, no par value (“Shares”), of USA Technologies, Inc., a Pennsylvania corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on January 1, 2011, such number of Shares of the Company at the price of $___ per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company, LLC but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and American Stock Transfer & Trust Company, LLC (as may be amended from time to time, the “Warrant Agreement”). In no event will the Company be required to net cash set
USA TECHNOLOGIES, INC. PLACEMENT AGENT AND DEALER-MANAGER AGREEMENTAgent and Dealer-Manager Agreement • April 22nd, 2010 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • New York
The following will confirm our agreement relating to: (i) the proposed offering (the “Initial Offering”) to be undertaken by USA Technologies, Inc., a Pennsylvania corporation (the “Company”), at a per unit price of $______ (the “Initial Offering Price”) of up to $3,000,000 of its common stock, no par value (the “Common Stock”), and warrants to purchase shares of Common Stock (the “USATZ Warrants”), as set forth in the Company’s registration statement on Form S-1 (Registration Number 333-165515) (the “Initial Offering Registration Statement”) first filed with the Securities and Exchange Commission (the “Commission”) on March 16, 2010, and as amended on April __, 2010; and (ii) the proposed rights offering (the “Rights Offering”) to be undertaken by the Company as soon as practicable following the completion of the Initial Offering, pursuant to which the Company will distribute to holders of record of its Common Stock and its publicly traded warrants (the “USATW Warrants”) and to two of
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • April 22nd, 2010 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers)
In connection with your appointment as Subscription Agent in the transaction described herein, USA Technologies, Inc. (the “Company”), hereby confirms its arrangements with you as follows:
PRELIMINARY SUBSCRIPTION AGREEMENTPreliminary Subscription Agreement • April 22nd, 2010 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers)
