0001140361-10-030376 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 27th, 2010 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • Illinois

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 27, 2010, by and between USA TECHNOLOGIES, INC., a Pennsylvania corporation, (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

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PURCHASE AGREEMENT
Purchase Agreement • July 27th, 2010 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • Illinois

PURCHASE AGREEMENT (the “Agreement”), dated as of July 27, 2010, by and between USA TECHNOLOGIES, INC., a Pennsylvania corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

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