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STOCK PURCHASE AGREEMENT
This
Stock Purchase Agreement is made this 13 th day of
December 2006, by and between USA TECHNOLOGIES, INC., a
Pennsylvania corporation ("USA" or "Company"), and the buyer
identified in the signature page hereto ("Buyer").
Background
As more
fully set forth herein, the Buyer is purchasing from the Company an
aggregate of 150,000 shares of Common Stock of USA (the "Shares")
for $6.00 per share, for an aggregate subscription price of
$900,000, and warrants to purchase up to an aggregate of 75,000
shares of Common Stock of the Company at $6.40 per share at any
time through December 31, 2011(the "Warrants"). The form of Warrant
is attached hereto as Exhibit "A". The Warrants and Shares shall be
referred to hereinafter collectively as the "Securities". The
shares of Common Stock underlying the Warrants shall be referred to
hereinafter collectively as the "Warrant Shares".
Agreement
NOW
THEREFORE, intending to be legally bound hereby, the parties hereto
agree as follows:
1.
Subscription . The Buyer hereby purchases the
Securities from the Company and the Company hereby sells and issues
the Securities to the Buyer. USA will deliver to the Buyer
certificates representing an aggregate of 150,000 shares of USA
Common Stock and all of the Warrants registered in the name of the
Buyer. In full payment for the Securities, the Buyer will deliver
to USA, upon receipt of the Securities, a check payable to USA or
wire transfer of immediately available funds in the aggregate
amount of $900,000.
No later
than thirty days following the date hereof, USA shall at its cost
and expense prepare and file and thereafter use its best efforts to
have declared effective within ninety (90) days from the date
hereof, an appropriate Registration Statement with the Securities
and Exchange Commission ("SEC") registering all of the Shares and
Warrant Shares for resale by the holder under the Securities Act of
1933, as amended ("Act"). The registration statement shall be
prepared as a "shelf" registration statement under Rule 415, and
the Company shall use its best efforts to have the registration
statement maintained effective until the earlier of (i) one year
from the date hereof, or (ii) the date that all of the Shares and
Warrant Shares are resold pursuant to the registration statement or
otherwise.
In the event that the registration statement to be
filed by the Company is not declared effective by the SEC within
ninety (90) days from the date hereof, then the Company will pay to
Buyer as liquidated damages for such failure and not as a penalty a
cash payment equal to one percent (1%) of the aggregate
subscription price paid by Buyer for each month beyond such ninety
(90) day period that the registration statement is not effective.
The foregoing penalty payments shall be pro-rated for any periods
of less than one month. The payment of such liquidated damages
shall not relieve the Company from its obligations to register the
Shares and Warrant Shares pursuant to this Agreement. The maximum
aggregate penalty payable to Buyer shall be twelve percent (12%) of
the aggregate subscription price paid by any such Buyer.
2. Verification of Status as "Accredited
Investor" .
Buyer hereby represents to USA that it qualifies as an
"accredited investor" as such term is defined in Rule 501
promulgated under the Act because Buyer is a corporation or
partnership not formed for the specific purpose of acquiring the
Securities with total assets in excess of $5,000,000.
3.
Representations And Warranties of the Company
. The Company hereby makes the following representations and
warranties to Buyer:
(a)
Issuance of Securities . The
issuance of the Securities has been duly authorized by USA, and are
validly issued, fully paid and non-assessable.
(b)
Corporate Organization . The
Company is a corporation duly organized, validly existing and in
good standing under the laws of the Commonwealth of Pennsylvania,
with all requisite power, authority and licensing to own, operate
and lease its properties and carry on its business as now being
conducted.
(c)
Authority . The execution and delivery of this Agreement,
and the consummation of the transactions contemplated hereby have
been duly authorized by the Board of Directors of the Company and
no other corporate proceedings on the part of the Company are
necessary to authorize this Agreement or to carry out the
transactions contemplated hereby.
(d)
Warrant Stock . There has been reserved, and the Company
shall at all times keep reserved out of the authorized and unissued
shares of Common Stock, a number of
2
shares of Common
Stock sufficient to provide for the exercise of the right of
purchase represented by the Warrants. All shares of Common Stock
issued upon exercise of the Warrants shall be, at the time of
delivery of the certificates for such Common Stock, validly issued
and outstanding, fully paid and non-assessable.
4.
Representations by Buyer . Buyer represents
and warrants to the Company as follows:
(a)
Buyer has received, read and understands the provisions of
each
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