0001140361-11-030824 Sample Contracts

SECOND SETTLEMENT AGREEMENT
Second Settlement Agreement • June 1st, 2011 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • Pennsylvania

This Second Settlement Agreement (the “Agreement”), dated this 19th day of May, 2011 (the “Effective Date”), by and among Bradley M. Tirpak (“Tirpak”), Craig W. Thomas (“Thomas”), Peter A. Michel (“Michel”), Shareholder Advocates for Value Enhancement (“SAVE” and together with Tirpak, Thomas and Michel, the “SAVE Group”), Alan J. Gotcher (“Gotcher”), USA Technologies, Inc., a Pennsylvania corporation (the “Company”) and the other parties signatory hereto.

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