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Exhibit
4.22
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NUMBER
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(SEE REVERSE SIDE FOR
LEGEND)
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WARRANTS
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_____-
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THIS WARRANT WILL BE VOID IF NOT
EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, DECEMBER 31,
2011
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USA TECHNOLOGIES,
INC.
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CUSIP
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_______
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WARRANT
THIS CERTIFIES
THAT, for value received ______________________________________ is
the registered holder of a Warrant or Warrants expiring December
31, 2011 (the “Warrant”) to purchase one fully paid and
non-assessable share of Common Stock, no par value
(“Shares”), of USA Technologies, Inc., a Pennsylvania
corporation (the “Company”), for each Warrant evidenced
by this Warrant Certificate. The Warrant entitles the holder
thereof to purchase from the Company, commencing on the date it is
issued, such number of Shares of the Company at the price of $___
per share, upon surrender of this Warrant Certificate and payment
of the Warrant Price at the office or agency of the Warrant Agent,
American Stock Transfer & Trust Company, LLC but only subject
to the conditions set forth herein and in the Warrant Agreement
between the Company and American Stock Transfer & Trust
Company, LLC (as may be amended from time to time, the
“Warrant Agreement”). In no event will the Company be
required to net cash settle the warrant exercise. The Warrant
Agreement provides that upon the occurrence of certain events the
Warrant Price and the number of Warrant Shares purchasable
hereunder, set forth on the face hereof, may, subject to certain
conditions, be adjusted. The term Warrant Price as used in this
Warrant Certificate refers to the price per Share at which Shares
may be purchased at the time the Warrant is exercised.
No fraction of a Share will be issued upon any
exercise of a Warrant. If the holder of a Warrant would be entitled
to receive a fraction of a Share upon any exercise of a Warrant,
the Company shall, upon such exercise round up or down to the
nearest whole number the number of Shares to be issued to such
holder.
Upon any exercise of the Warrant for less than
the total number of full Shares provided for herein, there shall be
issued to the registered holder hereof or the registered
holder’s assignee a new Warrant Certificate covering the
number of Shares for which the Warrant has not been
exercised.
Warrant Certificates, when surrendered at the
office or agency of the Warrant Agent by the registered holder
hereof in person or by attorney duly authorized in writing, may be
exchanged in the manner and subject to the limitations
provided
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