Exhibit 10.2


 


INTELLECTUAL
PROPERTY SECURITY AGREEMENT


 


This Intellectual Property
Security Agreement is entered into as of March 29, 2016 by and between HERITAGE BANK OF COMMERCE, a California corporation (“Bank”)
and USA TECHNOLOGIES, INC. (“Borrower”).


 


RECITALS


 


Bank has agreed to
make certain advances of money and to extend certain financial accommodations to Borrower under that certain Loan and Security
Agreement by and between Bank and Borrower dated of even date herewith (as amended from time to time, the “Loan Agreement”).
Capitalized terms used herein are used as defined in the Loan Agreement. Pursuant to the terms of the Loan Agreement, Borrower
has granted to Bank a security interest in the Collateral.


 


NOW, THEREFORE, Borrower agrees as follows:


 


AGREEMENT


 


To
secure its Obligations under the Loan Agreement, Borrower grants to Bank a security interest in all of Borrower’s right,
title and interest in, its Intellectual Property (including without limitation those Copyrights, Patents and Trademarks listed
on Schedules A, B and C hereto) and all proceeds thereof (such as, by way of example but not by way of limitation, license
royalties and proceeds of infringement suits), the right to sue for past, present and future infringements, all rights corresponding
thereto throughout the world and all re-issues, divisions, continuations, renewals, extensions and continuations-in-part thereof.
Borrower represents and warrants that Schedules A, B and C attached hereto set forth any and all Intellectual Property in
connection to which Borrower has registered or filed an application with either the United States Patent and Trademark Office or
the United States Copyright Office, as applicable. Bank shall release and terminate its security interest in Borrower’s Intellectual
Property upon satisfaction of Borrower’s Obligations (other than inchoate indemnity obligations and any other obligations
which, by their terms, are to survive the termination of the Loan Agreement), and shall execute and deliver such further instruments
and take such further action as may reasonably be requested by Borrower to effect the release and termination of such security
interest and to re-vest in Borrower the full title to the Intellectual Property. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument.


 


[signature
page follows]


 




     


     


    

 


IN WITNESS WHEREOF, the parties have caused
this Intellectual Property Security Agreement to be duly executed by its officers thereunto duly authorized as of the first date
written above.


 


	 	BORROWER:
	 	USA
    TECHNOLOGIES, INC.
	Address of Borrower:	 
	 	By:
    	/s/
    Stephen P. Herbert	 
	100 Deerfield Lane, Suite 140	Name:	Stephen P. Herbert
	Malvern, PA 19355	Title:	Chairman and Chief Executive
    Officer
	Attn: Chief Financial Officer	 
	Fax: 610-989-0344	 
	Email: lmaxwell@usatech.com	 
	 	 
	 	BANK:
	Address of Bank:	 
	 	HERITAGE
    BANK OF COMMERCE
	150 South Almaden Blvd.	 
	San Jose, CA 95113	By:	/s/
    Karla Schrader	 
	Attn:  Mike Hansen	Name:	Karla
    Schrader
	Fax:  (408) 947-6910	Title:	VP
	Email:  Mike.Hansen@herbank.com	 


 




     


     


    

 


SCHEDULE A


 


Copyrights


 


If
None, check this box: þ


 




     


     


    

 


SCHEDULE B


 


Patents


 


	Description	 	
        Patent / Application

        Number

	An in-vehicle device for wirelessly connecting a vehicle to the internet and for transacting e-commerce and e-business	 	6,856,820
	Apparatus and methods for monitoring and communicating with a plurality of networked vending machines	 	5,844,808
	Apparatus, system, and methods for retrofitting vending systems with wireless communication	 	
        Serial #:

        14/681,463

	Card reader assembly	 	7,690,495
	Cashless vending transaction management by a vend assist mode of operation	 	7,693,602
	Cashless vending transaction management by a vend assist mode of operation	 	7,076,329
	Cashless vending system with tethered payment interface	 	7,464,867
	Communicating interactive digital content between vehicles and internet based data processing resources for the purpose of transacting e-commerce or conducting e-business	 	6,615,186
	Communication interface device for managing wireless data transmission between a vehicle and the internet	 	7,003,289
	Credit and bank issued debit card operated system and method for controlling a prepaid card encoding/dispensing machine	 	
        5,637,845

        (Expired)

	Credit and bank issued debit card operated system and method for controlling a vending machine	 	
        6,152,365

        (Expired)

	Credit card and bank issued debit card operated system and method for controlling and monitoring access of computer and copy equipment	 	
        5,619,024

        (Expired)

	Credit card, smart card and bank issued debit card operated system and method for processing electronic transactions	 	
        6,119,934

        (Expired)

	Dataport	 	
        D423,474

        (Expired)

	Devices and Methods for Providing Cashless Payment and Diagnostics for Vending Machines	 	8,373,558
	Dynamic identification interchange method for exchanging one form of identification for another	 	6,754,641
	Electronic commerce terminal enclosure	 	
        D428,047

        (Expired)

	Electronic commerce terminal enclosure with brackets	 	
        D441,401

        (Expired)

	Electronic commerce terminal enclosure for a vending machine	 	
        D428,444

        (Expired)

	Electronic commerce terminal enclosure for a vending machine	 	
        D437,890

        (Expired)

	External power management device with current monitoring precluding shutdown during high current	 	6,243,626


 




     


     


    

  


	Laptop data port enclosure	 	
        D415,742

        (Expired)

	MDB transaction string effectuated cashless vending	 	7,131,575
	Method and Apparatus for Conserving Power Consumed by a Refrigerated Appliance Utilizing Audio Signal Detection 	 	7,286,907
	Method and apparatus for conserving power consumed by a vending machine utilizing audio signal detection	 	7,856,289
	Method and Apparatus for Power Management Control of a Compressor-Based Appliance that Reduces Electrical Power Consumption of an Appliance	 	6,975,926
	Method and Apparatus for Power Management Control of a Compressor-Based Appliance that Reduces Electrical Power Consumption of an Appliance	 	7,200,467
	Method of constructing a digital content play list for transmission and presentation on a public access electronic terminal	 	7,805,338
	Method of transacting an electronic mail, an electronic commerce, and an electronic business transaction by an electronic commerce terminal operated on a transportation vehicle	 	6,622,124
	Method to obtain customer specific data for public access electronic commerce services	 	6,606,605
	Mounting bracket for mounting a cashless payment terminal to a vending machine	 	D480,948
	Paper guide for a point of sale terminal	 	D475,750
	Point of Sale Terminal Mountable on a Vending Machine	 	D543,588
	Power-conservation system for computer peripherals	 	
        5,477,476

        (Expired)

	Power conservation system based on indoor/outdoor and ambient-light determination	 	6,801,836
	Printer bracket for point of sale terminal	 	D475,414
	Printer bracket for point of sale terminal	 	D476,036
	Refrigerated vending machine exploiting expanded temperature variance during power-conservation mode	 	6,389,822
	Refrigerated vending machine exploiting expanded temperature variance during power-conservation mode	 	6,581,396
	Refrigerated vending machine exploiting expanded temperature variance during power-conservation mode	 	6,898,942
	Refrigerated vending machine exploiting expanded temperature variance during power-conservation mode	 	6,931,869
	Sign holder	 	
        D418,878

        (Expired)

	System and method for networking and controlling vending machines	 	
        6,056,194

        (Expired)

	System and method for networking and controlling vending machines	 	
        6,321,985

        (Expired)

	System for Providing Remote Audit, Cashless Payment, and Interactive Transaction Capabilities in a Vending Machine	 	6,505,095


 




     


     


    

  


	Systems and methods for sending information to mobile devices utilizing mobile device identifiers	 	
        Serial #:

        14/681,294

	Systems and methods for wireless authorization of transactions with mobile payment devices	 	
        Serial #:

        14/499,796

	Transacting E-commerce and Conducting E-business Related to Identifying and Procuring Automotive Service and Vehicle Replacement Parts	 	6,389,337
	Transceiver base unit	 	D478,577
	Unattended retail systems, methods and devices for linking payments, loyalty, and rewards	 	9,245,269
	Universal interactive advertising and payment system for public access electronic commerce and business related products and services	 	6,609,102
	Universal interactive advertising and payment system network for public access electronic commerce and business related products and services	 	6,604,085
	Universal interactive advertising and payment system network for public access electronic commerce and business related products and services	 	6,601,038
	Universal interactive advertising and payment system network for public access electronic commerce and business related products and services	 	6,601,037
	Universal interactive advertising and payment system network for public access electronic commerce and business related products and services	 	6,611,810
	Universal interactive advertising and payment system network for public access electronic commerce and business related products and services	 	6,604,086
	Universal interactive advertising and payment system network for public access electronic commerce and business related products and services	 	6,601,039
	Universal interactive advertising and payment system network for public access electronic commerce and business related products and services	 	6,606,602
	Universal interactive advertising and payment system network for public access electronic commerce and business related products and services	 	6,615,183
	Universal interactive advertising and payment system network for public access electronic commerce and business related products and services	 	6,604,087
	Universal interactive advertising and payment system network for public access electronic commerce and business related products and services	 	6,601,040
	Universal interactive advertising and payment system network for public access electronic commerce and business related products and services	 	6,609,103


 




     


     


    

  


	Universal interactive advertising and payment system network for public access electronic commerce and business related products and services	 	6,629,080
	Universal interactive advertising and payment system network for public access electronic commerce and business related products and services	 	7,089,209
	Universal interactive advertising and payment system network for public access electronic commerce and business related products and services	 	6,643,623
	Universal interactive advertising and payment system network for public access electronic commerce and business related products and services	 	6,684,197
	Universal interactive advertising and payment system network for public access electronic commerce and business related products and services	 	6,807,532
	Universal interactive advertising and payment system network for public access electronic commerce and business related products and services	 	6,763,336
	User interface bracket for a point of sale terminal	 	D475,751
	User interface bracket for a point of sale terminal	 	D476,037
	Vehicle related wireless scientific instrumentation telematics	 	6,895,310
	Vehicle related wireless scientific instrumentation telematics	 	6,853,894
	Vending approval systems, methods, and apparatus using card readers	 	9,159,182
	Vending interface controller	 	D727,428
	Vending machine cashless payment terminal	 	D477,030
	Vending machine nutritional information display system using standard inventory control system components	 	8,788,341
	Vending machine nutritional information display system using standard inventory control system components	 	8,583,280
	Wireless system for communicating cashless vending transaction data and vending machine audit data to remote locations	 	7,593,897
	Wireless system for communicating cashless vending transaction data and vending machine audit data to remote locations	 	7,865,430
	Wireless system for communicating cashless vending transaction data and vending machine audit data to remote locations	 	7,630,939
	Wireless system for communicating cashless vending transaction data and vending machine audit data to remote locations	 	8,596,529
	Wireless system for communicating cashless vending transaction data and vending machine audit data to remote locations	 	
        Serial #:

        14/071,021

	Wireless Vehicle Diagnostics Device and Method with Service and Part Determination Capabilities (as amended)	 	7,502,672


 




     


     


    

 


SCHEDULE C


 


Trademarks


 


	Description	 	
        Serial / Registration

        Number
	 	
        Application / 

Registration

        Date

	BLUELIGHT SEQUENCE	 	3352247	 	12/11/2007
	ENERGYMISER	 	3424496	 	5/6/2008
	SNACKMISER	 	2920610	 	1/25/2005
	CM2IQ	 	3130829	 	8/15/2006
	VM2IQ	 	3130828	 	8/15/2006
	VENDINGMISER	 	2628447	 	10/1/2002
	EPORT	 	
        77948652

        (Abandoned)

        (Dead)
	 	3/2/2010
	PAYDOT	 	
        77597651

        (Abandoned)

        (Dead)
	 	10/22/2008
	EPORT EDGE	 	3764912	 	3/23/2010
	CREATING VALUE THROUGH	 	4139315	 	5/8/2012
	EPORT CONNECT	 	3462181	 	7/8/2008
	USALIVE	 	2845393	 	5/25/2004
	E-PORT	 	2724498	 	6/10/2003
	E-PORT	 	2700645	 	3/25/2003
	THE OFFICE THAT NEVER SLEEPS	 	
        2552992

        (Cancelled)

        (Dead)
	 	3/23/1999
	TRANSACT	 	2598187	 	7/23/2002
	PC EXPRESS	 	2520390	 	12/18/2001
	USA TECHNOLOGIES	 	2020215	 	12/3/1996
	BLUELIGHT SEQUENCE	 	85907829	 	4/18/2013
	BUSINESS EXPRESS	 	2234770	 	3/23/1999
	EPORT	 	86070271	 	9/20/2013
	EPORT GO	 	4513884	 	4/15/2014
	EPORT MOBILE	 	4542131	 	6/3/2014
	EPORT MOBILE & DESIGN	 	4713726	 	3/31/2015
	ESUDS	 	4354183	 	6/18/2013
	INTELLIGENT VENDING	 	3641380	 	6/16/2009
	QUICK CONNECT	 	
        86068891

        (Abandoned)

        (Dead)
	 	9/19/2013
	USA TECHNOLOGIES	 	4903734	 	2/23/2016
	USA TECHNOLOGIES	 	4903756	 	2/23/2016
	VENDSCREEN	 	4716736	 	4/7/2015
	VENDSCREEN	 	4827283	 	10/6/2015