ex4-28.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing





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	   11,454
	CERTIFICATE NO. BP-079	      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 Eleven 

Thousand Four Hundred Fifty-Four (11,454) 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 December 31, 2011(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 $6.60 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 

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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.



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

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Company upon the exercise of the Warrants remaining 

unexercised immediately prior to such adjustment shall 

remain constant.



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 

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to this subsection (ii) in connection with any such event, 

then the provisions of subsection (i) hereof shall apply to 

such event.



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 

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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.



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.

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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: January 4, 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:___________, 200_                                          Signature: __________________

 

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