Form of Subscription Rights Certificate to Purchase Rights for Common Stock and Warrants

OWNER:

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Rights”) set forth above. Each whole Right entitles the holder thereof to subscribe for and purchase one share of Common Stock, no par value, of USA Technologies, Inc. (“Share”), and one related warrant to purchase one Share (“Warrant”) at a subscription price of $____ (the “Subscription Right”), pursuant to a Rights Offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus and the “Instructions as to Use of Subscription Rights Certificates” accompanying this Subscription Rights Certificate. The Rights represented by the Subscription Rights Certificate may be exercised by completi ng Form 1 and any other appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for each Share and related Warrant in accordance with the “Instructions as to Use of Subscription Rights Certificate” that accompany this Subscription Rights Certificate.

 

This Subscription Rights Certificate is not valid unless countersigned by the subscription agent and registered by the registrar.

Witness the seal of USA Technologies, Inc. and the signatures of its duly authorized officers.

Dated: _______, 2010

American Stock Transfer & Trust Company

Attn: Reorganization Department

P.O. Box 2042

New York, New York 10272-2042

American Stock Transfer & Trust Company

Operations Center

Attn: Reorganization Department

6201 15th Avenue

Brooklyn, New York 11219

To subscribe for Shares and related Warrants pursuant to your Subscription Right, please complete the items (a) and (b) and sign under Form 3 below.

 

(a) EXERCISE OF SUBSCRIPTION RIGHT:

 

I apply for _______ Shares & related Warrants  x $____  =   $___________

 

    (no. of new Shares & Warrants)          (subscription price)  (amt enclosed)

 

(b) METHOD OF PAYMENT (CHECK ONE)

TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of Shares and related Warrants indicated above on the terms and conditions specified in the Prospectus.  

 

Signature(s):   ______________________________________

 

IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.

 

 

This form must be completed if you have completed any portion of Form 2.

 

Signature

Guaranteed:_________________________________________

  (Name of Bank or Firm)

 

By: ________________________________________________

  (Signature of Officer)

 

IMPORTANT:  The signature(s) should be guaranteed by an eligible guarantor institution (bank, stockbroker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

£

Check or bank draft drawn on a U.S. bank payable to “American Stock Transfer FBO USA Technologies, Inc.” Funds paid by an uncertified check may take at least five business days to clear.

£

Wire transfer of immediately available funds directly to wire transfer to JP Morgan Chase, ABA No. 021000021, Account No. 530-354616, Account name: American Stock Transfer FBO USA Technologies, Inc.

If you wish for the Shares and related Warrants underlying your Rights or a certificate representing unexercised Rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4.