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 Time specified below.)
Options . Subject to the terms and conditions hereof, this certifies that WILLIAM L. VAN ALEN,
JR., 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 entitles the registered holder hereof to purchase from
the Company at any time prior to 5:00 p.m. on April 20, 2011 (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 7 hereof.
Option Price . The Options shall be exercised by delivery to the Company, prior to the Termination
Time, 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 7 hereof. The Option Price is payable either in cash or
by certified check or bank draft payable to the order of the Company.
Exercise . Upon the surrender of this Certificate and payment of the Option Price as aforesaid, the