Separation and Consulting Agreement between the Company and Michael Lawlor dated March 22, 2019

Termination of Employment. You agree that your separation shall be effective as of the Separation Date and, as of such date, you shall voluntarily resign from and cease to be employed by the Company and each and every subsidiary or affiliate of the Company in all capacities. You have executed and delivered to the Company the Resignation Letter annexed hereto as Exhibit “A” to the Agreement.

Payments. In consideration for your general release set forth below in Paragraph 7 and the terms of the Agreement, the Company agrees to make the following payments to you:

Consulting Services. You will provide Consulting Services to the Company for a period of six (6) months after the Separation Date, i.e. ending September 22, 2019, provided you adequately perform these services. The scope of the Consulting Services is to assist the Company with the transition of major industry contracts and establishment of hub office locations. You will be under the direction and supervision of the Company‘s Chief Operating Officer or in his or her absence, another designee of the Company. You will be paid One Hundred Fifty Thousand Dollars ($150,000) for your Consulting Services, to be paid in six (6) equal monthly installments of Twenty-five Thousand Dollars ($25,000), to be paid on or before the last day of each month starting with March 2019. However, if the revocation period provided for in Paragraph 27 has not passed by March 31, 2019, then the Company will make the first monthly payment provided for in this paragraph as soon as practicable after the expiration of the revocation period. You will provide forty (40) hours per week of your time to the Company for Consulting Services during this six (6) month period. During this six month consulting period, you will be an independent contractor to the Company and you are not entitled to any benefits other than what is otherwise provided for in the Agreement. Provided the Company pre-authorizes reasonable and necessary expenses (such as travel, hotel, etc.) related to the performance of these services which you incur on behalf of the Company, you shall be entitled to reimbursement, upon receipt by the Company of suitable documentation, for these expenses. During the Consulting Period, you would be permitted to work for others, provided that you provide advance notice thereof to the Company, and provided that such work does not interfere with your performance of the Consulting Services, and provided that any such work shall be expressly subject to the restrictions and other terms of this Agreement, including those set forth in Paragraph 6 hereof.

No Other Payments, Benefits or Stock.  After the Separation Date, you have relinquished any right to receive, and you will not receive, any attorney’s fees, base salary, annual or other bonus, any further Company stock, life insurance coverage, long-term disability coverage, supplemental disability coverage, automobile allowance, 401(k) plan contributions or paid vacation and holidays compensation.  The only payments, benefits and stock you shall receive from the Company are those set forth in Paragraphs 2 and 3.

Tax Obligations.  You have agreed that the Company may deduct from the payments to be made to you pursuant to Paragraphs 2 and 3 any and all required income and payroll taxes which it has customarily withheld from you prior to the Separation Date. Any and all income and payroll tax withholding obligations of the Company in connection with the shares of the Company’s common stock to be issued or delivered to you pursuant to the Agreement shall be paid by you either through cancellation of the appropriate amounts of the shares of the Company’s common stock or your cash payment to the Company at the time of and as a condition to the issuance or delivery of any such shares by the Company.

Continuing Obligations and Extension of Certain Terms of your Employment Agreement. You agree to be bound by the Company’s Code of Business Conduct and Ethics, and Blackout Period and Notification Policy, all of which shall remain in full force and effect as to you subsequent to the Separation Date. You agree to continue to be bound by the provisions in Sections 5, 6 and 7 of the Employment Agreement (Business Secrets and Non-Solicitation, Restrictive Covenant, and Remedies). In consideration for the Company’s undertaking set forth above in Paragraphs 2 and 3, you agree, intending to be legally bound, to extend the restrictions of Sections 5(b) and (e) and Section 6 of the Employment Agreement, and you agree to be bound by Sections 5(b) and (e) and Section 6 in the Employment Agreement, for eighteen (18) months from the Separation Date. Except to the extent expressly preserved herein, the provisions of the Employment Agreement are no longer binding on the Company and are hereby deemed null and void subsequent to the date hereof.

Wage Claims. You represent that, as of the effective date of the Agreement, you are not aware of any facts or circumstances on which a claim under an applicable workers’ compensation act, the Fair Labor Standards Act, or any other similar state or local statute providing for fees in wage actions, or under applicable state minimum wage or wage payment laws, could be brought against the Company or any of the Releasees.  You acknowledge that, upon receipt of the payment of your regular wages from the date of the last Company payroll thorough the Separation Date,  you have been paid all wages due for hours actually worked.  You acknowledge that there are no other monies due or owing to you as of the date of the Agreement, and that you will not seek any further compensation from the Company or the Releasees.

FMLA. You represent that, as of the effective date of the Agreement, you have received all leave under the Family Medical Leave Act, as amended (“FMLA”), and any other similar state or local statute, to which you believe you are entitled, and you are not aware of any facts on which a claim under the FMLA could be brought against the Company or any of the Releasees.

Return of Company Property. As a condition precedent to the execution of the Agreement, except to the extent needed to perform the services set forth in Paragraph 3 above, you agree that you have returned to the Company all of its property either issued to you or now in your possession, including but not limited to, any Company credit cards, pagers and keys and access cards to the Company’s office, and shall immediately surrender to the Company any and all materials, documents, software, manuals or other records, in your possession or control, which include or contain any confidential information of or concerning the business or policies of the Company, and you will not retain or use any copies or summaries thereof (collectively “Company Property”). Upon completion of the services set forth in Paragraph 3 above, you agree to return any and all remaining Company Property in your possession, except for the actual phone number associated with the Company phone you will be returning to the Company, which mobile number (610 ###-###-####) the Company agrees it will transfer to you.

Future Actions:

Cooperation.  On and after the Separation Date, you agree that you will reasonably cooperate with the Company,: (a) concerning requests for information about the business of the Company or its subsidiaries or affiliates or your involvement and participation therein; (b) in connection with any investigation or review by the Company or any federal, state or local regulatory, quasi-regulatory or self-governing authority, as any such investigation or review relates to events or occurrences that transpired while you were employed by the Company; (c) with respect to transition and succession matters; and (d) with respect to any threatened or pending litigation against or involving the Company and/or its Officers and Directors, including making yourself available for interviews with attorneys and for depositions, searching for, identifying and producing documents, electronic media and information, providing truthful testimony as a witness or in affidavits and participating in legal discovery at the request of the Company or its attorneys without the necessity of subpoenas or formal legal process. Your cooperation shall also include, but not be limited to, being available to meet and speak with officers or employees of the Company and/or the Company’s counsel at reasonable times and locations, executing accurate and truthful documents and taking such other actions as may reasonably be requested by the Company and/or the Company’s counsel to effectuate the foregoing.  You shall be entitled to reimbursement, upon receipt by the Company of suitable documentation, for reasonable and necessary travel expenses, but not attorneys fees, which you may incur at the specific request of the Company and as approved by the Company in advance and in accordance with its policies and procedures established from time to time.

Standstill Agreement.  You will not do any of the following, directly or indirectly, without the prior written consent of the Company’s Board of Directors (“the Board”) for a period commencing on the Separation Date hereof and for two (2) years thereafter:

Remedies.  You acknowledge that any breach by you of the obligations set forth in Paragraph 6 hereof, and/or Sections 5 and 6 of the Employment Agreement, would substantially and materially impair and irreparably harm the Company’s business and goodwill; that such impairment and harm would be difficult to measure; and, therefore, total compensation in solely monetary terms would be inadequate. Consequently, you agree that in the event of any breach or any threatened breach by you of any of the provisions of Paragraph 6 hereof, and/or Sections 5 and 6 of the Employment Agreement, then the Company shall be entitled, in addition to monetary damages or other remedies, to equitable relief, including injunctive relief.  The remedies granted to the Company in the Agreement are cumulative and are in addition to remedies otherwise available to the Company at law or in equity.  You agree to waive any requirement for the security or posting of any bond in connection with such remedy. In the event that an action to enforce the Agreement or the Employment Agreement, or for the breach of any of the terms of the Agreement or the Employment Agreement, is brought by either party, it is agreed that the prevailing party shall be entitled to reimbursement of its reasonable attorneys' fees and costs associated with the action. The parties further agree to submit to the jurisdiction of the Court of Common Pleas of Chester County, Pennsylvania, and the United States District Court for the Eastern District of Pennsylvania, and that venue in both of those courts is appropriate.

No Admission.  The Agreement is not intended, and shall not be construed, as an admission that either you or the Company have violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever.

Waiver of Breach.  The waiver by the Company of a breach of any provision of the Agreement by you shall not operate or be construed as a waiver of any other or subsequent breach by you of such or any other provision.

Severability. Should any provision of the Agreement be held invalid or illegal, such illegality shall not invalidate the whole of the Agreement but rather, the Agreement shall be construed as if it did not contain the invalid or illegal part, and the rights and obligations of the parties shall be construed and enforced accordingly.

Merger Clause and Effect. The Agreement embodies the complete understanding and agreement between the parties hereto concerning termination of your employment and supersedes any and all prior agreements, understandings, negotiations and discussions between the parties, oral or written, express or implied relating to wages and benefits and the terms of your separation from employment. Nothing in the Agreement abrogates your duties, obligations and restrictions under any prior agreement with the Company, or as set forth in the Company’s Employee Manual. The Agreement shall be binding upon and inure to the benefit of our respective heirs, assigns, successors, and personal representatives. Except to the extent expressly preserved herein, the provisions of the Employment Agreement are no longer binding on the Company and are hereby deemed null and void subsequent to the date hereof.

Taxes.  Notwithstanding any provision of the Agreement to the contrary, the Company, its affiliates, subsidiaries, successors, and each of their respective officers, directors, employees and representatives, neither represent nor warrant the tax treatment under any federal, state, local, or foreign laws or regulations thereunder (individually and collectively referred to as the “Tax Laws”) of any payment or benefits contemplated by the Agreement including, but not limited to, when and to what extent such payments or benefits may be subject to tax, penalties and interest under the Tax Laws.

Choice of Law. The Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflict of law rules.

Consultation with Attorney.  This will confirm that the Company has advised you to consult with an attorney prior to your execution of the Agreement.

Future Causes of Action. You understand that you do not waive rights or claims that may arise after the date the Agreement is executed.

Legal Proceedings.  You represent and warrant that as of the date of the Agreement, you have no complaints, charges or grievances filed or pending internally with any court or governmental entity in which the Company is named, including, but not limited to, any complaint with the Department of Labor, Securities and Exchange Commission, Internal Revenue Service, Department of Justice, Equal Employment Opportunity Commission, the Pennsylvania Human Relations Commission, alleging violations of any anti-discrimination statute, the Sarbanes Oxley Act, or any other securities or tax laws or any professional ethics rules, or asserting any claims released herein.

No Prior Assignment.  You represent and warrant that you have not assigned or otherwise transferred any interest in any claim that you may have against the Company or any of the Releasees.

Government Agencies and Legal Proceedings Brought by Others. Nothing in the Agreement prohibits or prevents you from filing a charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency. You further agree and covenant that should you or any person, organization, or other entity file, charge, claim, sue, or cause or permit to be filed any civil action, suit or legal proceedings against the Company, its successors, assigns, trustees, directors, officers, employees and agents involving any matter occurring at any time in the past, you will not seek or accept any personal relief in such civil action, suit or proceeding. You further understand that the Agreement does not limit your ability to make any disclosures that are protected under the whistleblower provisions of federal law or regulation. The Agreement does not limit your right to receive an award for information provided to any Government Agencies. In the event that you exercise these rights, you shall request that any involved agency refrain from making the Company’s confidential and/or proprietary information publicly available.

Indemnification of You.  The Company hereby agrees that you are entitled to use any applicable directors and officers liability insurance or Company rights of indemnification or claims of contribution or advancement of expenses, subject to the Company’s rights to reimbursement thereunder or therefor if you are found liable in a manner foreclosing insurance coverage or requiring the reimbursement of advanced expenses.

Effective Date.  You have twenty-one (21) days from the date of the receipt of the Agreement to sign. If you choose not to accept the offer within such period, it is automatically withdrawn and of no further force or effect. If you choose to sign it, you will have an additional seven (7) days following the date of your signature to revoke the Agreement, and the Agreement shall not become effective or enforceable until the revocation period has expired. To revoke the Agreement, you must send a certified letter to the attention of Amy Goldberg, USA Technologies, Inc., 100 Deerfield Lane, Suite 300, Malvern, PA 19355, along with a fax to her attention (610 ###-###-####). The letter must be postmarked and faxed within seven (7) days of your execution of this letter. If the Agreement is revoked, its provisions are of no force and effect, however, your employment will have previously been terminated effective the Separation Date. On the eighth (8th) day after the date of your signature, the Agreement is final and not revocable.  If you do not timely sign this letter, or if you sign and subsequently timely revoke this letter, you will not receive the payments and benefits described in Paragraph 2 hereof.

Successors and Assigns.  All the terms and provisions of the Agreement and shall inure to the benefit of, and shall be enforceable by and binding upon, the heirs, personal representatives, successors and assigns of each of the parties hereto.  You may not assign either the Agreement or any of its rights, interest or obligations hereunder without the prior written approval of the Company. The Company may assign the Agreement.

Headings.  The paragraph headings contained in the Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of the Agreement.

Notices.  All notices, demands and other communications to be given or delivered under, or by reason of, the provisions of the Agreement shall be in writing and shall be deemed to have been given when delivered by: email; and delivered either via (a) hand delivery (with written confirmation of receipt), or (b) one (1) day after being sent by a nationally recognized overnight carrier to the addresses set forth below (with written confirmation of receipt):

Execution of Agreement. The Agreement may be executed and delivered (including by facsimile, .pdf or similar electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.