STOCK ISSUANCE AGREEMENT
This Agreement is made on the 28th day of September 2007, by and between DAVID M. DEMEDIO
(“DeMedio”), and USA TECHNOLOGIES, INC., a Pennsylvania corporation (“USA”).
On February 12, 2007, USA adopted a Long-Term Equity Incentive Program (the “Plan”). Pursuant to
the Plan, DeMedio has earned 20,580 shares of Common Stock of USA (the “Plan Shares”) on account of the
2007 fiscal year. The Plan Shares have not yet been issued to DeMedio. As more fully set forth herein, the
parties desire to make arrangements for the issuance of the Plan Shares to DeMedio and for the satisfaction of
USA’s withholding obligations in respect of these shares.
NOW, THEREFORE, in consideration of the covenants set forth herein, and intending to be legally
bound hereby, the parties agree as follows:
1. As of the date hereof, USA shall issue to DeMedio an aggregate of 20,580 shares which
represent the Plan Shares earned by DeMedio for the 2007 fiscal year.
2. USA shall instruct its transfer agent to issue the Plan Shares as of the date hereof. The
certificates representing the Plan Shares shall be subject to stop transfer instructions and shall bear the following
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR JURISDICTION, IN
RELIANCE UPON EXEMPTIONS UNDER THOSE ACTS. THE SALE OR OTHER
DISPOSITION OF THESE SECURITIES IS PROHIBITED UNLESS THE CORPORATION
RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH SALE OR
DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR JURISDICTION.
BY ACQUIRING THESE SECURITIES, THE HOLDER REPRESENTS THAT THE HOLDER
HAS ACQUIRED SUCH SECURITIES FOR INVESTMENT PURPOSES ONLY AND THAT
THE HOLDER WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SECURITIES
WITHOUT REGISTRATION OR COMPLIANCE WITH THE AFORESA