PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS, WHICH ARE MARKED BY ASTERISKS (“***”). SECOND AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT

A. Borrower and Bank are parties to that certain Loan and Security Agreement dated as of March 29, 2016 (as the same may from time to time be amended, modified, supplemented or restated, the “Agreement”).   

B. An Event of Default has occurred under the Agreement by virtue of Borrower’s failure to comply with Section 6.9(b) of the Agreement for the quarterly period ending September 30, 2016 (the “Covenant Default”).

C. Borrower has asked Bank to waive its rights and remedies arising out of the Covenant Default and to amend certain provisions of the Agreement.    Bank is willing to do so, on the terms and conditions and in reliance upon the representations and warranties set forth in this Amendment.

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Agreement.

2. Waiver of Covenant Default.  Bank waives the Covenant Default and any right to enforce any rights and remedies it may have against Borrower with respect to the Covenant Default.  This waiver applies only to the Covenant Default for the quarterly period ending September 30, 2016.  Borrower shall comply with the Agreement after the date hereof.  Bank’s agreement to waive the Covenant Default shall not limit or impair the Bank’s right to demand strict performance of such financial covenant as of all other dates.

3. Amendments to Agreement. Bank and Borrower agree to amend the terms of the Agreement as follows:

(a) Section 6.9(b) of the Agreement is amended to read as follows:

(b) Exhibit D to the Agreement (Compliance Certificate) is amended and restated in its entirety to read as attached Exhibit D.

4. Bank agrees that notwithstanding Section 2.4(d) and in lieu of the requirements set forth therein, Borrower may set up a lockbox with JPMorgan Chase with proceeds thereof directed to a deposit account maintained with JPMorgan Chase, provided that a control agreement satisfactory to Bank shall remain in place with respect to such deposit account.

5. Borrower has presented the terms of a proposed transaction with *** (“***”), pursuant to which *** would purchase USAT’s cashless devices and customer financings and lease the same to Borrower’s customers (the “*** Financing”).  Borrower has requested, and Bank confirms that it consents to the *** Financing, and that Bank releases its security interest in such devices and customer financings that are purchased by *** concurrent with the purchase thereof pursuant to the terms of the *** Financing as presented to Bank as of the date of this Amendment.

6. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects.  Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.  Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement. 

7. Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct in all material respects as of the date of this Amendment, and that no Event of Default has occurred and is continuing. 

8. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

9. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following: 

(a) this Amendment, duly executed by Borrower;

(b) the Affirmation of Guaranty, duly executed by the party thereto;

(c) payment of a waiver fee of $25,000 and all Bank Expenses incurred through the date of this Amendment; and

(d) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.