INTELLECTUAL PROPERTY SECURITY AGREEMENT

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THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of June 21, 2012 by and between AVIDBANK CORPORATE FINANCE, A DIVISION OF AVIDBANK, a California corporation (“Bank”) and USA TECHNOLOGIES, INC., a Pennsylvania corporation (“Grantor”).

 

 

Bank has agreed to make certain advances of money and to extend certain financial accommodation to Grantor (the “Loans”) in the amounts and manner set forth in that certain Loan and Security Agreement by and between Bank and Grantor (as amended from time to time, the “Loan Agreement”) dated of even date herewith.  Capitalized terms used herein have the meaning assigned in the Loan Agreement.  Bank is willing to make the credit extensions to Grantor, but only upon the condition, among others, that Grantor shall grant to Bank a security interest in all of Grantor’s right title, and interest in, to and under all of the Collateral whether presently existing or hereafter acquired

 

Now, Therefore, Grantor agrees as follows:

 

 

To secure performance of Grantor’s obligations under the Loan Agreement, Grantor grants to Bank a security interest in all of Grantor’s right, title and interest in Grantor’s intellectual property (including without limitation those Copyrights, Patents and Trademarks listed on Exhibits A, B and C hereto), including without limitation all proceeds thereof (such as, by way of example but not by way of limitation, license royalties and proceeds of infringement suits).  This security interest is granted in conjunction with the security interest granted to Bank under the Loan Agreement.  Each right, power and remedy of Bank provided for herein shall not preclude the simultaneous or later exercise by Bank of any or all other rights, powers or remedies.

 

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.

 

In Witness Whereof, the parties have caused this Intellectual Property Security Agreement to be duly executed as of the first date written above.

 

 

 

 

Title		Registration Number		Registration Date

 

Exhibit B

 

 

Exhibit C

 

 

Description		Serial / Registration Number		Application/Registration Date
Blue Light Sequence®
CM2iQ®
EnergyMiser®
ePort®
ePort Connect®
ePort Edge®
Intelligent Vending®
PC Express®
SnackMiser®
The Office That Never Sleeps®
TransAct®
USA Technologies & Design®
USALive®
VendingMiser®
VM2iQ®
Pay Dot™
Creating Value Through Innovation™
eSuds™