Unassociated Document


    
      

    

    Exhibit
      4.34


    THESE
      WARRANTS 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 WARRANTS 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 WARRANTS AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF, OR AN
      OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
      REQUIRED.

    


    


    
      	
              WARRANT

              CERTIFICATE
                NO. BP-80

            	
              17,532

              COMMON
                STOCK WARRANTS

            


    

    


    USA
      TECHNOLOGIES, INC.

    


    COMMON
      STOCK WARRANTS

    


    (These
      Warrants will be void if not exercised

    by
      the
      Termination Date specified below.)

    


    1.
Warrants.  Subject
      to the terms and conditions hereof, this certifies that WILLIAM BLAIR &
COMPANY, LLC, or any subsequent holder hereof, is the owner of Seventeen
      Thousand Five Hundred Thirty-Two (17,532) warrants (the "Warrants") of USA
      Technologies, Inc., a Pennsylvania corporation (the "Company"). Each Warrant
      entitles the holder hereof to purchase from the Company at any time prior to
      5:00 p.m. on October 17, 2012 (the "Termination Date"), 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.
Warrant
      Price. The Warrants
      shall be exercised by delivery to the Company (prior to the Termination Date)
      of
      the Warrant price for each share of Common Stock being purchased hereunder
      (the
      "Warrant Price"), this Certificate, and the completed Election To Purchase
      Form
      which is attached hereto.  The Warrant Price shall be $7.70 per share
      of Common Stock.  The Warrant Price shall be subject to adjustment as
      provided in Section 7 hereof.  The Warrant 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 Warrant Price as aforesaid,
      the
      Company shall issue and cause to be delivered with all reasonable dispatch
      to or
      upon the written order of the registered holder of this Warrant and in such
      name
      or names as the registered holder may designate, a certificate or certificates
      for the number of full shares of Common Stock so purchased upon the exercise
      of
      any Warrant. Such certificate or certificates shall be deemed to have been
      issued and any person so designated to be named therein shall be deemed to
      have
      become a holder of record of such Common Stock on and as of the date of the
      delivery to the Company of this Certificate and payment of the Warrant Price
      as
      aforesaid. If, however, at the date of surrender of this Certificate and payment
      of such Warrant Price, the transfer books for the Common Stock purchasable
      upon
      the exercise of any Warrant shall be closed, the certificates for the Common
      Stock in respect to which any such Warrant are then exercised shall be issued
      and the owner of such Common Stock shall become a record owner of such Common
      Stock on and as of the next date on which such books shall be opened, and until
      such date the Company shall be under no duty to deliver any certificate for
      such
      Common Stock.

    


    4.
Partial
      Exercise.  The rights of purchase represented by the Warrants
      shall be exercisable, at the election of the registered holder hereof, either
      as
      an entirety, or from time to time for any part of the Common Stock specified
      herein and, in the event that the Warrants are exercised with respect to less
      than all of the Common Stock specified herein at any time prior to the
      Termination Date, a new Certificate will be issued to such registered holder
      for
      the remaining number of Warrants not so exercised.

    


    5.
Termination
      Date.  All of the Warrants must be exercised in accordance with
      the terms hereof prior to the Termination Date. At and after the Termination
      Date any and all unexercised rights hereunder shall become null and void and
      all
      such unexercised Warrants shall without any action on behalf of the Company
      become null and void.

    


    6.
Lost,
      Mutilated Certificate.
      In case this Common Stock Warrant Certificate shall become mutilated, lost,
      stolen or destroyed, the Company shall issue in exchange and substitution for
      and upon cancellation of the mutilated certificate, or in lieu of and in
      substitution for the Certificate lost, stolen, or destroyed, a new Certificate
      of like tenor and representing an equivalent right or interest, but only upon
      receipt of evidence satisfactory to the Company of such loss, theft or
      destruction of such certificate and indemnity, if requested, also satisfactory
      to the Company.


    
      
         

      

      
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    7.
Adjustments.
      Subject and
      pursuant to the provisions of this Section 7, the Warrant Price and number
      of
      shares of Common Stock subject to the Warrants shall be subject to adjustment
      from time to time only as set forth hereinafter:

    


    a.
      In case the Company shall declare a
      Common Stock dividend on the Common Stock, then the Warrant Price shall be
      proportionately decreased as of the close of business on the date of record
      of
      said Common Stock dividend in proportion to such increase of outstanding shares
      of Common Stock.

    


    b.
      If the Company shall at any time
      subdivide its outstanding Common Stock by recapitalization, reclassification
      or
      split-up thereof, the Warrant Price immediately prior to such subdivision shall
      be proportionately decreased, and, if the Company shall at any time combine
      the
      outstanding shares of Common Stock by recapitalization, reclassification, or
      combination thereof, the Warrant Price immediately prior to such combination
      shall be proportionately increased.  Any such adjustment to the
      Warrant Price shall become effective at the close of business on the record
      date
      for such subdivision or combination. The Warrant Price shall be proportionately
      increased or decreased, as the case may be, in proportion to such increase
      or
      decrease, as the case may be, of outstanding shares of Common
      Stock.

    


    c.
      Upon any adjustment of the Warrant
      Price as hereinabove provided, the number of shares of Common Stock issuable
      upon exercise of the Warrants remaining unexercised immediately prior to any
      such adjustment, shall be changed to the number of shares determined by dividing
      (i) the appropriate Warrant Price payable for the purchase of all shares of
      Common Stock issuable upon exercise of all of the Warrants remaining unexercised
      immediately prior to such adjustment by (ii) the Warrant Price per share of
      Common Stock in effect immediately after such adjustment.  Pursuant to
      this formula, the total sum payable to the Company upon the exercise of the
      Warrants remaining unexercised immediately prior to such adjustment shall remain
      constant.


    
      
         

      

      
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    d.           (i)           If
      any capital reorganization or reclassification of the capital stock of the
      Company, or consolidation or merger of the Company with another corporation,
      person, or entity, or the sale of all or substantially all of its assets to
      another corporation, person, or entity, shall be effected in such a way that
      holders of Common Stock shall be entitled to receive stock, securities, cash,
      property, or assets with respect to or in exchange for Common Stock, and
      provided no election is made by the Company pursuant to subsection (ii) hereof,
      then, as a condition of such reorganization, reclassification, consolidation,
      merger or sale, the Company or such successor or purchasing corporation, person,
      or entity, as the case may be, shall agree that the registered holder of the
      Warrants shall have the right thereafter and until the Termination Date to
      exercise such Warrants for the kind and amount of stock, securities, cash,
      property, or assets receivable upon such reorganization, reclassification,
      consolidation, merger, or sale by a holder of the number of shares of Common
      Stock for the purchase of which such Warrants might have been exercised
      immediately prior to such reorganization, reclassification, consolidation,
      merger or sale, subject to such subsequent adjustments which shall be equivalent
      or nearly equivalent as may be practicable to the adjustments provided for
      in
      this Section 7.

    


                            (ii)   Notwithstanding
      subsection
      (i) hereof and in lieu thereof, the Company may elect by written notice to
      the
      registered holder hereof, to require such registered holder to exercise all
      of
      the Warrants remaining unexercised prior to any such reorganization,
      reclassification, consolidation, merger or sale.  If the holder of
      this Warrant shall not exercise all or any part of the Warrants remaining
      unexercised prior to such event, such unexercised Warrants shall automatically
      become null and void upon the occurrence of any such event, and of no further
      force and effect.  The Common Stock issued pursuant to any such
      exercise shall be deemed to be issued and outstanding immediately prior to
      any
      such event, and shall be entitled to be treated as any other issued and
      outstanding share of Common Stock in connection with such event.  If
      an election is not made by the Company pursuant to this subsection (ii) in
      connection with any such event, then the provisions of subsection (i) hereof
      shall apply to such event.


    
      
         

      

      
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    e.           Whenever
      the Warrant Price and number of shares of Common Stock subject to this Warrant
      is adjusted as herein provided, the Company shall promptly mail to the
      registered holder of this Warrant a statement signed by an officer of the
      Company setting forth the adjusted Warrant Price and the number of shares of
      Common Stock subject to this Warrant, determined as so provided.

    


    f.           This
      form of Certificate need not be changed because of any adjustment which is
      required pursuant to this Section 7. However, the Company may at any time in
      its
      sole discretion (which shall be conclusive) make any change in the form of
      this
      Certificate that the Company may deem appropriate and that does not affect
      the
      substance hereof; and any Certificate thereafter issued, whether in exchange
      or
      substitution for this Certificate or otherwise, may be in the form as so
      changed.

    


    8.
Reservation.
      There has been
      reserved, and the Company shall at all times keep reserved out of the authorized
      and unissued shares of Common Stock, a number of shares of Common Stock
      sufficient to provide for the exercise of the right of purchase represented
      by
      the Warrants. The Company agrees that all shares of Common Stock issued upon
      exercise of the Warrants shall be, at the time of delivery of the Certificates
      for such Common Stock, validly issued and outstanding, fully paid and
      non-assessable.

    


    9.
Fractional
      Shares. The
      Company shall not issue any fractional shares of Common Stock pursuant to any
      exercise of any Warrant and shall pay cash to the holder of any Warrant in
      lieu
      of any such fractional shares.

    


    10.
No
      Right. The holder of any
      Warrants shall not be entitled to any of the rights of a shareholder of the
      Company prior to the date of issuance of the Common Stock by the Company
      pursuant to an exercise of any Warrant.

    


    11.
Securities
      Laws. As a
      condition to the issuance of any Common Stock pursuant to the Warrants, the
      holder of such Common Stock shall execute and deliver such representations,
      warranties, and covenants, that may be required by applicable federal and state
      securities law, or that the Company determines is reasonably necessary in
      connection with the issuance of such Common Stock. In addition, the certificates
      representing the Common Stock shall contain such legends, or restrictive
      legends, or stop transfer instructions, as shall be required by applicable
      Federal or state securities laws, or as shall be reasonably required by the
      Company or its transfer agent.


    
      
         

      

      
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    12.
Transferability.
      Subject to
      compliance with applicable securities laws, the Warrants represented by this
      Certificate and this Certificate shall inure to the benefit of and be
      exercisable by any holder’s heirs, personal representatives, successors and
      assigns, and shall be fully assignable and transferable by any holder at any
      time and from time to time, including by will, intestacy or otherwise. Any
      such
      assignee or transferee shall be entitled to all the benefits hereof and shall
      be
      the holder hereof.

    


    13.
Applicable
      Law. The Warrants
      and this Certificate shall be deemed to be a contract made under the laws of
      the
      Commonwealth of Pennsylvania and for all purposes shall be construed in
      accordance with the laws thereof regardless of its choice of law
      rules.

    


    IN
      WITNESS WHEREOF, USA TECHNOLOGIES,
      INC., has executed and delivered this Warrant Certificate as of the date written
      below.

    


    
      	 	 	USA
              TECHNOLOGIES, INC.
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                George R. Jensen,Jr.

            
	 	 	
              George
                R. Jensen, Jr.,

            
	 	 	
              Chief
                Executive Officer

            
	 	 	 
	 	 	 
	 	
              Attest:  
                

            	
              /s/
                Stephen P. Herbert

            
	 	 	
              Stephen
                P. Herbert, Secretary

            


    

    


    Dated:
      October 24, 2007

     

    
      
         

      

      
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    USA
      TECHNOLOGIES, INC.

    100
      Deerfield Lane, Suite 140

    Malvern,
      PA 19355

    Attn:  George
      R. Jensen, Jr.,

              
      Chief Executive Officer

    


    


    ELECTION
      TO PURCHASE

    


    The
      undersigned hereby irrevocably
      elects to exercise the right of purchase represented by the attached Warrant
      Certificate No.   of the Company.  The undersigned desires
      to purchase   shares of Common Stock provided for therein and
      tenders herewith full payment of the Warrant Price for the shares of Common
      Stock being purchased, all in accordance with the Certificate.  The
      undersigned requests that a Certificate representing such shares of Common
      Stock
      shall be issued to and registered in the name of, and delivered to, the
      undersigned at the address set forth in the attached certificate.  If
      said number of shares of Common Stock shall not be all the shares purchasable
      under the Certificate, then a new Common Stock Warrant Certificate for the
      balance remaining of the shares of Common Stock purchasable shall be issued
      to
      and registered in the name of, and delivered to, the undersigned at the address
      set forth in the attached certificate.

    


    


    
      	
              Dated:

            	 	
              ,20

            	 	 	
              Signature: