USA Technologies, Inc. issued 2,753,454 shares of common stock and 2,753,454 warrants to purchase shares of common stock in connection with the offering. The warrants have a December 31, 2013 expiration date and represent the right to purchase one share of common stock at a purchase price of $1.13 per share beginning on January 1, 2011. The warrants will trade on the NASDAQ Global Market under the symbol "USATZ".

USA Technologies, Inc. raised approximately $2.28 million in net proceeds after deducting fees and expenses. The Company expects to use the net proceeds of the offering for general corporate purposes, including working capital and providing financing for the manufacture of its e-Port cashless payment products for the Jump Start Program.

Source Capital Group acted as sole lead placement agent of the public offering.

In addition to the public offering, the Company has a pending registration statement filed with the Securities and Exchange Commission for the previously announced rights offering of up to $7,521,891. The Company expects to mail to holders of common stock and participating warrant holders as of the close of business on the Record Date a prospectus for the rights offering accompanied by a subscription rights exercise notice and related information for exercising the subscription rights.

The Record Date for the rights offering has been set as 5:00 p.m., New York City time, on May 19, 2010. The Company anticipates the following important dates for the rights offering. These dates are subject to change, and you should review the prospectus to determine the actual dates related to the rights offering.

Important Dates:
Closing and settlement of $2,478,108 public offering - May 12, 2010
Last day to buy USAT or USATW to become a share or warrant holder of record to receive rights - May 14, 2010 (A)
USAT and USATW trade ex-rights - May 17, 2010
Record Date for up to $7,521,891 Rights Offering - May 19, 2010
Subscription Period -  To be determined
Last day to exercise rights - To be determined
Expiration Date - To be determined
(A) Assumes three day settlement

A registration statement related to the securities to be offered by the subscription rights offering was filed with the Securities and Exchange Commission. The registration statement has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The rights offering, which is contemplated to be commenced as soon as practicable following the effectiveness of the registration statement, will only be made by means of a prospectus. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any such securities, nor shall there be any sale of any such securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.