Exhibit 4.27
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is made this ___ day of March 2003, by
and between USA TECHNOLOGIES, INC., a Pennsylvania corporation ("USA" or
"Company"), and Xxxxx Xxxxx ("Buyer").
Background
As more fully set forth herein, Buyer has purchased from the Company
1,000,000 shares of Common Stock of USA (the "Securities") for $.10 per share,
for an aggregate of $100,000. Buyer shall also be entitled to warrants to
purchase up to 4,000,000 shares of common stock at $.10 per share until August
30, 2003.
Agreement
NOW THEREFORE, intending to be legally bound hereby, the parties hereto
agree as follows:
1. Subscription. Buyer hereby purchases the Securities from the Company
and the Company hereby sells and issues the Securities to Buyer. In full payment
for the Securities, Buyer has already delivered to USA a check payable to USA in
the amount of $100,000. Buyer shall also be entitled to warrants to purchase up
to 4,000,000 shares of common stock at $.10per share until August 30, 2003.
USA shall at its cost and expense prepare and file and thereafter use
its best efforts to have declared effective, an appropriate Registration
Statement with the Securities and Exchange Commission registering all of the
Securities for resale by the holder under the Securities Act of 1933, as amended
("Act"). In this regard, the Securities shall be included in the pending
Registration Statement of the Company on Form SB-2 previously filed with the
Securities and Exchange Commission on November 5, 2002 (file no. 333-101032).
The Company shall use its best efforts to have the registration statement
maintained effective until the earlier of (i) one year from the effective date
thereof, or (ii) the date that all of the Securities are resold pursuant to the
registration statement or otherwise.
2. Verification of Status as "Accredited Investor". Buyer hereby
represents to USA that it qualifies as an "accredited investor" as such term is
defined in Rule 501 promulgated under the Act because Buyer is a corporation or
partnership not formed for the specific purpose of acquiring the Securities or
Additional Securities with total assets in excess of $5,000,000.
3. Representations And Warranties of the Company. The Company hereby
makes the following representations and warranties to Buyer:
(a) Issuance of Securities. Subject to approval by the Board
of Directors of USA, the issuance of each of the Securities and the Additional
Securities has been duly authorized by USA, and when issued will be validly
issued. Each of the Securities and Additional Securities when issued will be
fully paid and non-assessable.
(b) Corporate Organization. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Pennsylvania, with all requisite power, authority and licensing
to own, operate and lease its properties and carry on its business as now being
conducted.
(c) Authority. The execution and delivery of this Agreement,
and the consummation of the transactions contemplated hereby has been or will be
duly authorized by the Board of Directors of the Company and no other corporate
proceedings on the part of the Company are necessary to authorize this Agreement
or to carry out the transactions contemplated hereby.
4. Representations by Buyer. Buyer represents and warrants to the
Company as follows:
(a) Buyer has received, read and understands the provisions of
each of the following: (i) the Company's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 2002; (ii) the Company's Quarterly
Report on Form 10-QSB for the quarter ended September 30, 2002; (iii)
the Company's Registration Statement on Form SB-2 (File No. 333-101032)
filed on November 6, 2002 with the Securities and Exchange Commission;
and (iv) the Risk Factors section incorporated by reference herein in
Section 4(f) hereof. Buyer understands that all of the foregoing
together with this Subscription Agreement shall be referred to herein
as "Offering Materials".
(b) Buyer has relied only upon the information presented and
contained in the Offering Materials. Buyer has had the opportunity to
ask of the person or persons acting on behalf of the Company any and
all relevant questions in connection with any aspect of the Company
including, but not limited to, the Securities or Additional Securities
offered by the Offering Materials and has received answers which it
considers to be reasonably responsive to such questions. Buyer has had
the opportunity to verify the accuracy of the information contained in
the Offering Materials.
(c) Buyer understands that it is subscribing for the
Securities and Additional Securities without being furnished any
literature or prospectus in connection with the offering of the
Securities and Additional Securities other than the Offering Materials,
and that the offering of the Securities presented in the Offering
Materials will not have been scrutinized by the securities
administrator or similar bureau, agency, or department of the state of
his residence.
(d) Buyer understands (i) that neither the Securities nor the
Additional Securities has been registered under the Act or registered
or qualified under the securities laws of the state of domicile of
Buyer; (ii) that except as otherwise provided herein, Buyer has no
right to require such registration or qualification; and (iii) that
therefore Buyer must bear the economic risk of the investment for an
indefinite period of time because neither the Securities nor Additional
Securities may be sold unless so registered or qualified or unless an
exemption from such registration and qualification is available.
Although the Company has agreed to use its best efforts to register for
resale the Securities with the Securities and Exchange Commission, and
to use its best efforts to keep such registration statement current and
effective, there can be no assurance that such efforts will be
successful. In any such event, the Securities would not be registered
for resale under the Act, and could only be sold by the holder in
reliance upon exemptions from registration under the Act.
(e) Subject to being resold pursuant to an effective
registration statement, the Securities and the Additional Securities
are being purchased for Buyer's own account for investment purposes
only and not for the interest of any other person and are not being
purchased with a view to or for the resale, distribution, subdivision
or fractionalization thereof. Although the Common Stock of USA is
currently traded on the OTC Bulletin Board under the symbol USTT, Buyer
also understands that there may not be any established public trading
market for the sale of the Securities or Additional Securities.
(f) Buyer recognizes that the purchase of the Securities or
Additional Securities involves a high degree of risk including those
special risks set forth under the caption "Risk Factors" and "Forward
Looking Statements" in the Form SB-2 Registration Statement of the
Company (File No. 333-101032) filed with the Securities and Exchange
Commission on November 6, 2002, all of which are incorporated herein by
reference.
(g) Subject to the registration rights set forth above, Buyer
understands that its right to transfer the Securities or Additional
Securities will be restricted as set forth on the stock certificates.
Such restrictions include provisions against transfer unless such
transfer is not in violation of the Act, or applicable state securities
laws (including investor suitability standards). Buyer is familiar with
Regulation M promulgated under the Act and agrees to comply with its
obligations thereunder.
(h) All information which Buyer has provided to the Company
including, but not limited to, its tax identification number, its
financial position, and status as an accredited investor, and its
knowledge of financial and business matters is true, correct and
complete as of the date of execution of this Stock Purchase Agreement.
Buyer understands that USA will rely in a material degree upon the
representations contained herein.
(i) Buyer maintains a principal place of business at the
address shown on the signature page of this Stock Purchase Agreement,
at which address Buyer has subscribed for the Shares.
(j) Buyer understands that legends may be placed on any
certificate representing the Securities and Additional Securities
substantially to the following effect:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND
REGULATIONS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS, UNLESS, IN THE OPINION
(WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF
COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.
(k) The execution and delivery of this Agreement, and the
consummation of the transactions contemplated hereby has been duly
authorized by Buyer.
5. Survival of Representations, Warranties, Covenants, Agreements and
Remedies. Except as specifically provided otherwise herein, all representations,
warranties, covenants, agreements and remedies of the parties hereto, shall
survive the date hereof.
6. Entire Agreement. This Agreement constitutes the entire
understanding and agreement between the parties hereto with respect to the
transactions contemplated herein, supersedes all prior and contemporaneous
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties, and there have been no warranties, representations or
promises, written or oral, made by any of the parties hereto except as herein
expressly set forth herein.
7. Binding Agreement. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, as well as their respective heirs, personal
representatives, successors and assigns but no party may assign its obligations
hereunder. This Agreement is subject to the approval by the Board of Directors
of USA and unless so approved within 5 days after the date hereof, this
Agreement shall become null and void.
8. Pennsylvania Law Controls. This Agreement shall be construed in
accordance with and shall be governed by the laws of the Commonwealth of
Pennsylvania without regard to its conflicts of law rules.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Stock
Purchase Agreement the date first above written.
BUYER:
Witness:/s/Xxxxxxxxx Xxxxx /s/ Xxxxx Xxxxx
Print Name:
Title: Investor
Address:
00 Xxxxxxxx
Xxxxxxx Xxxxx
XX 00000
Tax Identification Number:
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USA TECHNOLOGIES, INC.
By:/s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxx, Xx.,
Chief Executive Officer
