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 5,400 shares
of Common Stock of USA (the “Shares”) for $6.00 per
share, for an aggregate subscription price of $32,400, and warrants
to purchase up to an aggregate of 2,700 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
5,400 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 $32,400.
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
