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.)
1.
Options . Subject to the terms and conditions hereof, this certifies that WILLIAM W.
SELLERS, 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.
2.
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.
3.
Exercise . Upon the surrender of this Certificate and payment of the Option Price as aforesaid,
the Company