AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment No. 1, dated as of April 28, 2020 (this Amendment), to the Rights Agreement, dated as of October 18, 2019 (the Rights Agreement), by and between USA Technologies, Inc. (the Company) and American Stock Transfer & Trust Company, LLC, as rights agent (the Rights Agent).
A. Pursuant to Section 27 of the Rights Agreement, prior to the occurrence of a Section 11(a)(ii) Event (as defined in the Rights Agreement), the Company may in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of the Rights Agreement in any respect in accordance with the provisions of such Section.
B. The Board of Directors of the Company has determined that it is in the best interests of the Company and its shareholders to amend the Rights Agreement as set forth in this Amendment.
C. The Rights are currently redeemable, and pursuant to the terms of the Rights Agreement and in accordance with Section 27 of the Rights Agreement, the Company has directed that the Rights Agreement be amended as set forth in this Amendment, and hereby directs the Rights Agent to execute this Amendment.
NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth in the Rights Agreement and in this Amendment, the parties hereto hereby amend the Rights Agreement as follows:
1. The definition of Expiration Date in Section 1 of the Rights Agreement is hereby amended and restated in its entirety as follows:
Expiration Date means the Close of Business on April 28, 2020.
2. Exhibits B and C to the Rights Agreement are deemed amended in a manner consistent with this Amendment.
3. Capitalized terms used without other definition in this Amendment are used as defined in the Rights Agreement.
4. This Amendment will be deemed to be a contract made under the internal substantive laws of the State of Pennsylvania and for all purposes will be governed by and construed in accordance with the internal substantive laws of such State applicable to contracts to be made and performed entirely within such State.