THESE OPTIONS AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAW. THESE OPTIONS AND THE COMMON STOCK ISSUABLE UPON THE
EXERCISE HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT UNDER SUCH ACT AND SUCH
LAWS WITH RESPECT TO THESE OPTIONS AND THE COMMON STOCK ISSUABLE UPON THE
EXERCISE HEREOF, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED.
USA TECHNOLOGIES, INC.
COMMON STOCK OPTIONS
(These Options will be void if not exercised
by the Termination Times specified below.)
Options . Subject to the terms and conditions hereof, this certifies that STEVEN KATZ, or the
registered holder hereof, is the owner of 12,000 Options (the "Options") of USA Technologies, Inc. (the
"Company"), a Pennsylvania corporation. Each Option, when vested in accordance with Section 3 hereof, entitles
the holder hereof to purchase from the Company at any time prior to 5:00 p.m. on the fifth annual anniversary of
the vesting of such Option (the "Termination Time"), one fully paid and non-assessable share of the Company's
Common Stock, without par value (the "Common Stock"), subject to adjustment as provided in Section 8
Option Price . The Options, when vested, shall be exercised by delivery to the Company (prior
to the Termination Time for such Options) of the option price for each share of Common Stock being purchased
hereunder (the "Option Price"), this Certificate, and the completed Election to Purchase Form which is attached
hereto. The Option Price shall be $7.50 per share of Common Stock to be purchased pursuant to each Option
issued pursuant hereto. The Option Price shall be subject to adjustment as provided in Section 8 hereof. The
Option Price is payable either in cash or by certified check or bank draft payable to the order of the Company.