0000896429-06-000008 Sample Contracts

USA TECHNOLOGIES, INC. RESTRICTED BONUS STOCK ISSUANCE AGREEMENT
Restricted Bonus Stock Issuance Agreement • October 20th, 2006 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • Pennsylvania

Agreement made on this 28th day of June, 2006, by and between STEPHEN P. HERBERT, an individual ("HERBERT"), and USA TECHNOLOGIES, INC., a Pennsylvania corporation ("USA").

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USA TECHNOLOGIES, INC. RESTRICTED STOCK ISSUANCE AGREEMENT IN LIEU OF CASH BASE SALARY
Restricted Stock Issuance Agreement • October 20th, 2006 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • Pennsylvania

Agreement made on this 28th day of June, 2006, by and between GEORGE R. JENSEN, JR., an individual ("JENSEN"), and USA TECHNOLOGIES, INC., a Pennsylvania corporation ("USA").

USA TECHNOLOGIES, INC. RESTRICTED BONUS STOCK ISSUANCE AGREEMENT
Restricted Bonus Stock Issuance Agreement • October 20th, 2006 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • Pennsylvania

Agreement made on this 28th day of June, 2006, by and between GEORGE R. JENSEN, JR., an individual ("JENSEN"), and USA TECHNOLOGIES, INC., a Pennsylvania corporation ("USA").

SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement and Mutual Release • October 20th, 2006 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • Pennsylvania

KNOW ALL MEN BY THESE PRESENTS that Erika Bender (hereinafter “Bender”) and USA Technologies, Inc., a Pennsylvania Corporation (hereinafter “USAT”), desire to amicably and fully and finally to settle all matters between them and hereby agree as follows:

SETTLEMENT AGREEMENT
Settlement Agreement • October 20th, 2006 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • Pennsylvania

This Settlement Agreement is made this 12th day of October, 2006, by and between USA TECHNOLOGIES, INC., a Pennsylvania corporation ("USAT"), and SWARTZ PRIVATE EQUITY, LLC, a Georgia limited liability company (“SPE”).

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