0001628280-19-012238 Sample Contracts

REGISTRATION RIGHTS AGREEMENT BY AND AMONG USA TECHNOLOGIES, INC. AND ANTARA CAPITAL MASTER FUND LP
Registration Rights Agreement • October 9th, 2019 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • New York
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Merchant Processing Agreement
Merchant Processing Agreement • October 9th, 2019 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • New Jersey
SECOND AMENDMENT TO EMPLOYMENT, NON-INTERFERENCE, NON_SOLICITATION, NON- COMPETITION AND INVENTION ASSIGNMENT AGREEMENT
Employment, Non • October 9th, 2019 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers)

This Second Amendment to Employment, Non-Interference, Non-Solicitation, Non-Competition and Invention Assignment Agreement is made this ___ day of August 2019, by and between ANANT AGRAWAL ("Agrawal"), and USA TECHNOLOGIES, INC., a Pennsylvania corporation ("USAT").

STOCK PURCHASE AGREEMENT by and between USA TECHNOLOGIES, INC. and ANTARA CAPITAL MASTER FUND LP
Stock Purchase Agreement • October 9th, 2019 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • New York

This STOCK PURCHASE AGREEMENT, dated as of October 9, 2019 (this “Agreement”), is by and between USA Technologies, Inc., a Pennsylvania corporation (the “Company”), and Antara Capital Master Fund LP, a Cayman Islands exempted limited partnership (the “Investor”).

TO EMPLOYMENT, NON-INTERFERENCE, NON-SOLICITATION, NON-COMPETITION AND INVENTION ASSIGNMENT AGREEMENT
Employment, Non • October 9th, 2019 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • Pennsylvania

This First Amendment to Employment, Non-Interference, Non-Solicitation, Non-Competition and Invention Assignment Agreement is made this 25 day of February 2018, ("First Amendment") by and between ANANT AGRAWAL ("Agrawal"), and USAT TECHNOLOGIES, INC., a Pennsylvania corporation ("USAT").

MASTERCARD ACCEPTANCE AGREEMENT
Mastercard Acceptance Agreement • October 9th, 2019 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • New York

THIS SECOND AMENDMENT TO THE MASTERCARD ACCEPTANCE AGREEMENT (this "Second Amendment") is effective as of June 22, 2015 (the "Amendment Effective Date") and is entered into by and between MasterCard International Incorporated, with its principal offices at 2000 Purchase Street, Purchase, New York 10577 ("MasterCard"), and USA Technologies, Inc., with its principal offices at 100 Deerfield Lane, Malvern, PA 19355, for itself and its Affiliates ("Merchant"), and it amends that certain MasterCard Acceptance Agreement between MasterCard and Merchant, as amended by that certain First Amendment to the MasterCard Acceptance Agreement between MasterCard and Merchant, dated as of February 19, 2015 (the "Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement.

EMPLOYMENT, NON-INTERFERENCE, NON-SOLICITATION, NON-COMPETITION AND INVENTION ASSIGNMENT AGREEMENT
Employment, Non • October 9th, 2019 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • California

Agreement made 9th this day of November, 2017, by and between, ANANT AGRAWAL ("Agrawal"), and USA TECHNOLOGIES, INC., a Pennsylvania corporation ("USAT").

THIRD AMENDMENT TO THE MASTERCARD ACCEPTANCE AGREEMENT
Mastercard Acceptance Agreement • October 9th, 2019 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers)

This Third Amendment to the Mastercard Acceptance Agreement (this "Third Amendment"), effective as of the last date of its mutual execution by the parties hereto, and is entered into between Mastercard International Incorporated ("Mastercard") and USA Technologies, Inc. ("USAT").

INTEGRATOR AMENDMENT (2018) TO THIRD PARTY PAYMENT PROCESSOR AGREEMENT INTEGRATOR/TP3 NAME: USA Technologies, Inc.
Processor Agreement • October 9th, 2019 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers)

This Integrator Amendment to the Third Party Payment Processor Agreement (the “Amendment”) amends and attaches to the Third Party Payment Processor Agreement, dated on or about April 24, 2015, as may have been amended (the “Agreement), between Paymentech, LLC (“Paymentech”), for itself and on behalf of JPMorgan Chase Bank, N.A. a national banking association (“Member”), and USA Technologies, Inc. (“USA Technologies” or “TP3”). This Amendment is dated as of the date last signed below (the “Effective Date”). Except as otherwise defined herein, capitalized terms used herein shall have the meaning assigned to them in the Agreement. All references to section numbers herein shall refer to the corresponding section of the Agreement. To the extent that any conflict or inconsistency exists between the terms of this Amendment and the Agreement, the terms of this Amendment will control.

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