USA Technologies, Inc. Issues Open Letter to Shareholders

Malvern, PA, November 20, 2009 -- USA Technologies, Inc. (Nasdaq: USAT) (the "Company") today announced it has issued an open letter to its shareholders urging them to reject any proxy solicitation and not sign any blue proxy card they may receive from dissident shareholders Bradley Tirpak and Craig Thomas (the "Dissidents"). On November 19, 2009, the Dissidents filed a preliminary proxy statement with the Securities and Exchange Commission (the "SEC") announcing their plans to launch a proxy contest seeking to elect three directors, including Mr. Tirpak, to the Board of Directors of the Company. The Company intends to fully respond in future correspondence to the Dissidents' spurious claims. In its letter to shareholders, the Company stated that it believes Mr. Tirpak and the two additional director nominees, who together on the record date of the annual meeting only own 10,000 shares, or 0.04%, of common stock of the Company, will not act in the best interests of the Company's shareholders. The complete text of the letter to shareholders follows:

Dear Fellow Shareholders:

By now, you should have received the proxy statement of USA Technologies, Inc. (the "Company") for our December 15, 2009 Annual Meeting (the "Annual Meeting"), along with a WHITE proxy card or voting instruction card. In addition, you may already have been contacted by Bradley Tirpak, a dissident shareholder, regarding our Annual Meeting, or may soon receive, proxy materials and a blue proxy card from Mr. Tirpak and Craig Thomas (the SAVE committee) (the "Dissidents"). Mr. Tirpak, who owns only 10,000 shares, or 0.04%, of our common stock as of the record date of the Annual Meeting, has chosen to launch a costly and disruptive proxy contest to try to elect three candidates (including himself) to our Board in lieu of three of the Company's independent Director nominees. We urge you to reject the Dissidents' solicitation and instead vote the Company's WHITE proxy card.

The Company's Board nominees have served you well in the past and especially during the current challenging economic times. Recently, the Company added two new highly qualified independent directors to the Board. Our nominees and the current Board have, and always will, put enhancement of shareholder value first. Whether it is developing a long-term strategy to continue to be the leading supplier of unattended automated payment systems in the vending market or developing enhanced energy management products, your Board and management remain focused on enhancing long-term shareholder value.

The Company's Board of Directors is independent, eminently qualified, diverse and open-minded, and its interests are aligned with those of all the Company's shareholders. Your Board, which is comprised of eight directors, a majority of whom are independent, is actively engaged in the strategy of the Company and is committed to building value for all shareholders.

The Company's management, as overseen by the current Board, has helped the Company reach a very unique and positive position.

The Company is focused on increasing revenue and gross profits, while reducing SG&A, (down 20% versus a year ago from the recent quarter completed) with a clear plan to reach and move beyond profitability. Recently, the Company successfully negotiated a contract with one of its largest and most important suppliers. This will result in immediate and significant new gross profits. For example, if this were in place for the quarter ended September 30, 2009, gross profits would have been approximately 34% rather than 27%. The marketplace understands the progress the Company has made over the last year as the stock price of USAT one year ago today was $1.50 versus yesterday's closing price of $1.70, up 13.3%.

We intend to fully respond in future correspondence to the Dissidents' spurious claims. However, you should know that Mr. Tirpak is a former hedge fund manager whose interests may not be aligned with yours. As stated previously, he owns only 10,000 shares of common stock as of the record date, and has never served as a director on a public company's board. The Dissidents' other two director nominees own no shares of the Company's common stock. Nowhere in the Dissidents' preliminary proxy materials do they present any plan or strategies for maximizing shareholder value. Unlike Mr. Tirpak and the Dissidents' other two nominees, your Board is committed and has a concrete plan for creating shareholder value as reflected in our increased share price.

Rather than engage in substantive discussions about ways to enhance shareholder value, the Dissidents filed public documents distorting the facts regarding your Board and its actions, and have made other confusing accusations. For example, the Dissidents' filing contains grossly misleading information about the compensation of management. Over the last five years, the average cash compensation of the three officers (CEO, President and CFO) was approximately $276,000 per year, and the average stock award was approximately 53,000 shares of common stock per year, versus the misleading information contained in the Dissidents' filing.

The Dissidents are not looking for the three most qualified candidates to be added to your Board, but are solely interested in having their own three candidates elected, regardless of what is in the best interests of the Company. We can only conclude that the Dissidents will not serve the purpose of creating additional value for all shareholders. Additionally, Mr. Tirpak was one of two defendants in a class action alleging securities fraud that was settled through the payment of $2,250,000 by the defendants. Given Mr. Tirpak's lack of public board experience and his past involvement in securities fraud litigation, we do not believe that he is qualified to serve on our Board.

Rest assured, we will not be discouraged by the current economy or by the Dissidents' distractions. Your best interests are our foremost goal. We appreciate your continued confidence and support.

More than any other meeting in our Company's history, this year's Annual Meeting is critical and we urge all shareholders to disregard any materials they may receive from Mr. Tirpak or the Dissidents, and to vote only the WHITE proxy card or voting instruction form already sent to you by the Company.

I am also pleased to let you know that the Company has retained MacKenzie Partners, Inc. as our proxy solicitors in connection with the Annual Meeting. Please feel free to contact them with any questions you may have at (212) 929-5500 (call collect), toll-free at (800) 322-2885 or by e-mail to .

Sincerely,
George Jensen Signature
George R. Jensen Jr.
Chief Executive Officer

Statement under the Private Securities Litigation Reform Act:

With the exception of the historical information contained in this release, the matters described herein contain forward-looking statements that involve risk and uncertainties that may individually or mutually impact the matters herein described, including but not limited to product acceptance, the ability to continually obtained increased orders of its products, the ability to meet installation goals, economic, competitive, governmental impacts, whether its pending patents will be granted or defendable; validity of intellectual property and patents of USA, the ability of USA to license its patents, the ability of USA to commercialize its developmental products, technological and/or other factors, which could cause actual results or revenues to differ materially from those contemplated by these statements.

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