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USA Technologies Inc – ‘SB-2’ on 8/2/96 – EX-10

As of:  Friday, 8/2/96   ·   Accession #:  950116-96-711   ·   File #:  333-09465

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/02/96  USA Technologies Inc              SB-2                  21:399K                                   St Ives Financial/FA

Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business        88    373K 
                          Issuer                                                 
 2: EX-3        Exhibit 3.1.6                                          3     14K 
 3: EX-4        Exhibit 4.1                                           25     60K 
 4: EX-4        Exhibit 4.2                                            4     20K 
 5: EX-5        Exhibit 5.1                                            2±    12K 
 6: EX-10       Exhibit 10.1.2                                         2     12K 
11: EX-10       Exhibit 10.14.2                                        3     12K 
12: EX-10       Exhibit 10.15.1                                        3     16K 
13: EX-10       Exhibit 10.18.1                                        6     29K 
 7: EX-10       Exhibit 10.2.1                                         2     12K 
15: EX-10       Exhibit 10.28                                         10     26K 
16: EX-10       Exhibit 10.29                                          7     31K 
 8: EX-10       Exhibit 10.3.1                                         2     12K 
17: EX-10       Exhibit 10.30                                         10     27K 
18: EX-10       Exhibit 10.31                                          7     31K 
19: EX-10       Exhibit 10.32                                          2     16K 
20: EX-10       Exhibit 10.33                                          2     13K 
 9: EX-10       Exhibit 10.6.1                                         6     30K 
10: EX-10       Exhibit 10.7.1                                         6     30K 
14: EX-10.26    Remarketing Agreement                                  9     51K 
21: EX-23       Exhibit 23.1                                           1      8K 


EX-10   —   Exhibit 10.14.2

EX-101st Page of 3TOCTopPreviousNextBottomJust 1st
 

Exhibit 10.14.2 JOINDER TO ESCROW AGREEMENT This Joinder To Escrow Agreement is made as of the 14th day of February, 1996, by each of HAVEN BROCK KOLLS, JR., BARRY SLAWTER, and HENRY B. duPONT SMITH ("Shareholders"). Background Each of the Shareholders is a Director or an executive officer of USA Technologies, Inc., a Pennsylvania corporation (the "Company"). On Decenmber 28, 1993, pursuant to the request of the Pennsylvania Securities Commision, the Company, each of the then Directors and executive officers of the Company, and Meridian Trust Company , as the escrow depository, entered into an Escrow Agreement (the "Escrow Agreement"). A copy of the fully signed Escrow Agreement is attached hereto as Exhibit"A". The Shareholders were not original parties to the Escrow Agreement and the Pennsylvania Securities Commission has requested that each of the Shareholders become a party to the Escrow Agreement at this time. Agreement NOW, THEREFORE, intending to be legally bound hereby, the undersigned agree as follows: 1. Joinder. Each of the undersigned Shareholders hereby agree to become a party to and to be fully bound by all the terms and conditions of the Escrow Agreement as if the undersigned were an original signatory thereto. 2. Escrow Deposit. Simultaneously with the execution and delivery of this Joinder To Escrow Agreement, each of the undersigned is depositing with the Escrow Depostory all of the Common Stock beneficially owned by each of them, as follows:
EX-102nd Page of 3TOC1stPreviousNextBottomJust 2nd
Haven Brock Kolls, Jr. 16,500 shares Barry Slawter 0 shares Henry B. DuPont Smith 100,000 shares The original share certificates representing the Escrow Securities have been simultaneously delivered to the Escrow Depositary, with stock powers endorsed in blank.The above Esrow Securities represent all of the shares of Common Stock beneficially owned by each of the Shareholders as of the date hereof. As set forth in the Escrow Agreement, during the Escrow Period, each of the Shareholders shall deposit with the Escrow Depository all additional shares of Common Stock to which they shall acquire beneficial and/ or record ownership, whether by exercise of options, warrants, or otherwise (including a right of conversion), and such shares shall also be deemed Escrow Securities. 3. Parties Bound. This Joinder To Escrow Agreement may be executed in separate counterparts, by the several parties hereto, each of which shall be an originsal but all of such counterparts shall together constitute one and the same instrument. This JoinderTo Escrow Agreement shall extend to and be binding upon the successors, representatives and assigns of each of the parties hereto. 4. Capitalized Terms. All capitalized terms used herein shall unless otherwise specifically defined herein, shall have the meanings ascribed to such terms in the Escrow Agreement. 2
EX-10Last Page of 3TOC1stPreviousNextBottomJust 3rd
IN WITNESS WHEREOF, and intending to be legally bound hereby, each of the undersigned has exectuted and delivered this Joinder To Escrow Agreement as of the date first above written. /s/ Haven Brock Kolls, Jr. ----------------------------- HAVEN BROCK KOLLS, JR. /s/ Barry Slawter ----------------------------- BARRY SLAWTER /s/ Henry duPont Smith ----------------------------- HENRY B. duPONT SMITH 3
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Filing Submission 0000950116-96-000711   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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