AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated April 10, 2002, by and between USA TECHNOLOGIES,
INC., a Pennsylvania corporation ("USTT"), USA ACQUISITION CORP., a Delaware corporation and
wholly-owned subsidiary of USTT("USA Acquisition"), STITCH NETWORKS CORPORATION, a Delaware
corporation ("Stitch"), DAVID H. GOODMAN, an individual, MAYTAG HOLDINGS, INC., a Delaware
corporation, and PENNSYLVANIA EARLY STAGE PARTNERS, L.P., a Delaware limited partnership. Each
of GOODMAN, MAYTAG HOLDINGS and PENNSYLVANIA EARLY STAGE shall be hereinafter
referred to severally as "Stockholder" and jointly as "Stockholders".
Subject to the terms and conditions of this Agreement, USA Acquisition will be merged with and into Stitch
(hereinafter referred to as the "Merger") in accordance with the provisions of the Delaware General Corporation
Law ("GCL"). As of the date hereof, the Stockholders own all of the issued and outstanding capital stock of
Stitch. As a result of the Merger, the Stockholders shall receive shares of Common Stock, no par value, of
USTT ("USTT Stock") and warrants to purchase USTT Stock ("Warrants") in exchange for all of their capital
stock of Stitch, and Stitch shall become a wholly-owned subsidiary of USTT.
NOW, THEREFORE, in consideration of the mutual covenants, agreements and provisions contained herein and
intending to be legally bound hereby, each of USTT, USA Acquisition, the Stockholders and Stitch agree as
SECTION 1 THE MERGER
1.1 The Merger.
A. Subject to the terms and conditions of this Agreement and in accordance with the GCL, USA Acquisition
shall be merged with and into Stitch at the Effective Time (as defined below). From and after the Effective Time,
the separate corporate existence of USA Acquisition shall cease and Stitch shall continue as the surviving
corporation in the Merger (the "Surviving Company") continuing its corporate existence under the laws of the
State of Delaware.
B. The Merger shall become effect