Placement Agent and Dealer-Manager Agreement Sample Contracts

USA TECHNOLOGIES, INC. PLACEMENT AGENT AND DEALER-MANAGER AGREEMENT
Placement Agent 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

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MACE SECURITY INTERNATIONAL, INC. PLACEMENT AGENT AND DEALER-MANAGER AGREEMENT
Placement Agent and Dealer-Manager Agreement • March 30th, 2011 • Mace Security International Inc • Industrial organic chemicals • Delaware

Mace Security International, Inc. (the "Company") is in the process of preparing a rights offering to its shareholders ("Rights Offering"), as set forth in a registration statement on Form S-1 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission"). As set forth in the Registration Statement, the Company will distribute to holders of record of its common stock non-transferable subscription rights (the “Rights”) to subscribe for and purchase three shares of the Company’s common stock for each share owned on the record date. The purchase price for each share of common offered in the Rights Offering will be at the per share price set forth in the Registration Statement ("Offering Price").

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