USA TECHNOLOGIES, INC. (NASDAQ:USAT) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.Entry Into a Material Definitive Agreement.

On March 24, 2017, USA Technologies, Inc. (the Company), and
Heritage Bank of Commerce entered into a Third Amendment (the
“Third Amendment) to the Loan and Security Agreement dated as of
March 29, 2016, as amended (collectively, the Loan Agreement).

The Loan Agreement provides for a secured asset-based revolving
line of credit facility (the Line of Credit) of up to $12.0
million. The Third Amendment, among other things, extends the
maturity date of the Line of Credit from March 29, 2017 until
September 30, 2018, and specifies the minimum Adjusted EBITDA (as
defined in the Loan Agreement) that the Company must achieve
during each quarter of the Companys fiscal year ending June 30,
2018.

Item 5.02. Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers.

On March 28, 2017, the Company issued a press release announcing
the appointment of Priyanka Singh as the Companys Chief Financial
Officer (CFO), effective March 31, 2017. Ms. Singh replaces
interim CFO, Leland P. Maxwell, who will continue with the
Company in a senior finance role.

Ms. Singh, age 37, had served since April 2016 as Vice President
of Product Strategy and Innovation and as Division CFO for
Heartland Commerce at Global Payments, Inc. Prior to the
acquisition of Heartland Payment Systems by Global Payments in
April 2016, she had served in various capacities since December
2011 with that company, including as Divisional CFO of the
Heartland Commerce units, as Vice President, Finance, and as
Director, Financial Planning and Analysis. Prior thereto and
since 2005, she had been employed by General Electric in various
roles at both GE Capital and GE Healthcare, focusing on financial
planning and analysis, accounting, controllership, internal
auditing and SOX compliance. Ms. Singh is a Certified Public
Accountantand a member of the American Institute of Certified
Public Accountants.

to the terms of the employment offer letter entered into on March
10, 2017, Ms. Singh will receive an annual base salary of
$275,000, and participate in the short-term incentive cash plan
and long-term incentive stock plan for executive officers. If all
of Ms. Singhs target goals are achieved under the short-term
incentive plan, she would earn a cash bonus equal to 30% of her
base salary, and if all the year-over-year percentage target
goals are achieved under the long-term incentive stock plan, Ms.
Singh would be awarded shares having a value equal to 75% of her
base salary. For the fiscal year 2017, any bonuses earned by Ms.
Singh under the plans would be pro-rated as more fully provided
in the employment offer letter. Ms. Singh was also awarded a
signing bonus of $80,000, and awarded non-qualified stock options
to purchase up to 75,000 shares at an exercise price of $4.00 per
share which represents the closing price of the shares on the
date of grant and which would vest after one year of employment.
Ms. Singhs term of employment is for one year, and would
automatically be extended for consecutive one year periods unless
terminated by the Company or Ms. Singh by at least 90 days notice
prior to the end of the initial one year period or any one year
extension thereof.

A copy of the employment offer letter is attached hereto as
Exhibit 10.1 to this Form 8-K and is incorporated herein by
reference. The above summary of the employment offer letter does
not

About USA TECHNOLOGIES, INC. (NASDAQ:USAT)

USA Technologies, Inc. provides technology-enabled solutions and value-added services that facilitate electronic payment transactions within the unattended point of sale (POS) market. The Company is a provider in the small ticket, beverage and food vending industry and is also engaged in offering solutions and services to other unattended market segments, such as amusement, commercial laundry, kiosk and others. It has designed and marketed systems and solutions that facilitate electronic payment options, as well as telemetry and machine-to-machine (M2M) services, which include the ability to remotely monitor, control and report on the results of distributed assets containing its electronic payment solutions. The Company derives its revenues from license and transaction fees resulting from connections to, as well as services provided by, its ePort Connect service.

USA TECHNOLOGIES, INC. (NASDAQ:USAT) Recent Trading Information

USA TECHNOLOGIES, INC. (NASDAQ:USAT) closed its last trading session up +0.05 at 4.10 with 165,706 shares trading hands.