EX-10.41 4 ex10-41.htm EXHIBIT 10.41

Exhibit 10.41
INTELLECTUAL PROPERTY SECURITY AGREEMENT
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of June 21, 2012 by and between AVIDBANK CORPORATE FINANCE, A DIVISION OF AVIDBANK, a California corporation (“Bank”) and USA TECHNOLOGIES, INC., a Pennsylvania corporation (“Grantor”).
Recitals
Bank has agreed to make certain advances of money and to extend certain financial accommodation to Grantor (the “Loans”) in the amounts and manner set forth in that certain Loan and Security Agreement by and between Bank and Grantor (as amended from time to time, the “Loan Agreement”) dated of even date herewith. Capitalized terms used herein have the meaning assigned in the Loan Agreement. Bank is willing to make the credit extensions to Grantor, but only upon the condition, among others, that Grantor shall grant to Bank a security interest in all of Grantor’s right title, and interest in, to and under all of the Collateral whether presently existing or hereafter acquired
Now, Therefore, Grantor agrees as follows:
Agreement
To secure performance of Grantor’s obligations under the Loan Agreement, Grantor grants to Bank a security interest in all of Grantor’s right, title and interest in Grantor’s intellectual property (including without limitation those Copyrights, Patents and Trademarks listed on Exhibits A, B and C hereto), including without limitation all proceeds thereof (such as, by way of example but not by way of limitation, license royalties and proceeds of infringement suits). This security interest is granted in conjunction with the security interest granted to Bank under the Loan Agreement. Each right, power and remedy of Bank provided for herein shall not preclude the simultaneous or later exercise by Bank of any or all other rights, powers or remedies.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument.
In Witness Whereof, the parties have caused this Intellectual Property Security Agreement to be duly executed as of the first date written above.

Address of Borrower: | USA TECHNOLOGIES, INC.
100 Deerfield Lane, Suite 140 | By: | /s/ Stephen P. Herbert |
Malvern, PA 19355 |  |  |  |  |  |
Attn: Steve Herbert / David DeMedio | Print Name: STEPHEN P. HERBERT
| Title: Chief Executive Officer
Address of Bank: | AVIDBANK CORPORATE FINANCE, A DIVISION OF AVIDBANK
400 Emerson Street | By: | /s/ Jeffrey Javier |  |
Palo Alto, CA 94301 |  |  |  |  |  |
Attn: Mike Hansen / Jeffrey Javier | Title: Sr. Vice President

1

Exhibit A
Copyrights

Title |  | Registration Number |  | Registration Date

NONE
2

Exhibit B
Patents

Title |  | Serial/ Patent Number |  | Application/ Issue Date
An in-vehicle device for wirelessly connecting a vehicle to the internet and for transacting e-commerce and e-business |  | 6,856,820 |  |
Apparatus and methods for monitoring and communicating with a plurality of networked vending machines |  | 5,844,808 |  |
Card reader assembly |  | 7,690,495 |  |
Cashless vending transaction management by a Vend Assist mode of operation |  | 7,076,329 |  |
Cashless vending transaction management by a Vend Assist mode of operation |  | 7,464,867 |  |
Cashless vending transaction management by a Vend Assist mode of operation |  | 7,131,575 C1 |  |
Cashless vending transaction management by a vend assist mode of operation |  | 7,693,602 |  |
Communicating interactive digital content between vehicles and internet based data processing resources for the purpose of transacting e-commerce or conducting e-business |  | 6,615,186 |  |
Communication interface device for managing wireless data transmission between a vehicle and the internet |  | 7,003,289 |  |
Credit and debit card operated vending machine |  | 2,207,603 |  |
Credit Card and Bank Issued Debit Card Operated System and Method for Controlling a Prepaid Card Encoding/Dispensing Machine |  | 5,637,845 |  |
Credit Card and Bank Issued Debit Card Operated System and Method for Controlling a Prepaid Card Encoding/Dispensing Machine |  | 6,119,934 |  |
Credit Card and Bank Issued Debit Card Operated System and Method for Controlling a Vending Machine (as Amended) |  | 6,152,365 |  |
Credit Card and Bank Issued Debit Card Operated System and Method for Controlling and Monitoring Access of Computer and Copy Equipment |  | 5,619,024 |  |
Dataport |  | D423,474 |  |
Dynamic identification interchange method for exchanging one form of identification for another |  | 6,754,641 |  |
Electronic Commerce Terminal Enclosure for a Vending Machine |  | D428,444 |  |
Electronic Commerce Terminal Enclosure for a Vending Machine |  | D437,890 |  |
Electronic Commerce Terminal Enclosure with Brackets |  | D441,401 |  |

3

Electronic Commerce Terminal Enclosure |  | D428,047 |  |
External power management device with current monitoring precluding shutdown during high current |  | 6,243,626 |  |
Laptop Data Port Enclosure |  | D415,742 |  |
Method and Apparatus for Conserving Power Consumed by a Refrigerated Appliance Utilizing Audio Signal Detection |  | 7,286,907 |  |
Method and Apparatus for Forming, Packaging, Storing, Displaying and Selling Clothing Articles |  | 6,021,626 |  |
Method and Apparatus for Power Management Control of a Compressor-Based Appliance that Reduces Electrical Power Consumption of an Appliance |  | 6,975,926 |  |
Method and Apparatus for Power Management Control of a Compressor-Based Appliance that Reduces Electrical Power Consumption of an Appliance |  | 7,200,467 |  |
Method of transacting an electronic mail, an electronic commerce, and an electronic business transaction by an electronic commerce terminal operated on a transportation vehicle |  | 6,622,124 |  |
Method to obtain customer specific data for public access electronic commerce services |  | 6,606,605 |  |
Mounting bracket for mounting a cashless payment terminal to a vending machine |  | D480,948 |  |
Paper guide for a point of sale terminal |  | D475,750 |  |
Point of Sale Terminal Mountable on a Vending Machine |  | D543,588 |  |
Power-conservation based on indoor/outdoor and ambient-light |  | 6,801,836 |  |
Power-Conservation System based on Indoor/Outdoor and Ambient-Light |  | 1419425 (European) (validated in Germany, France, the United Kingdom, and Italy) |  |
Power conservation system for computer peripherals |  | 5,477,476 |  |
Printer bracket for point of sale terminal |  | D475,414 |  |
Printer bracket for point of sale terminal |  | D476,036 |  |
Refrigerated vending machine exploiting expanded temperature variance during power-conservation mode |  | 2001263356 (Australian) |  |
Refrigerated vending machine exploiting expanded temperature variance during power-conservation mode |  | 234363 (Mexican) |  |
Refrigerated vending machine exploiting expanded temperature variance during power-conservation mode |  | 6,389,822 |  |
Refrigerated vending machine exploiting expanded temperature variance during power-conservation mode |  | 6,581,396 |  |
Refrigerated vending machine exploiting expanded temperature variance during power-conservation mode |  | 6,898,942 |  |
Refrigerated vending machine exploiting expanded temperature variance during power-conservation mode |  | 6,931,869 |  |

4

Sign Holder |  | D418,878 |  |
System and method for locally authorizing cashless transactions at point of sale |  | 7,630,939 |  |
System and Method for Networking and Controlling Vending Machines |  | 6,056,194 |  |
System and Method for Networking and Controlling Vending Machines |  | 6,321,985 |  |
System for Providing Remote Audit, Cashless Payment, and Interactive Transaction Capabilities in a Vending Machine (Stitch) |  | 6,505,095 |  |
Temperature controller for a refrigerated vending machine |  | 2,409,228 (Canadian) |  |
Transacting E-commerce and Conducting E-business Related to Identifying and Procuring Automotive Service and Vehicle Replacement Parts (Stitch) |  | 6,389,337 |  |
Transceiver base unit |  | D478,577 |  |
Universal interactive advertising and payment system for public access electronic commerce and business related products and services |  | 6,609,102 |  |
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services |  | 6,604,085 |  |
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services |  | 6,601,038 |  |
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services |  | 6,604,086 |  |
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services |  | 6,601,037 |  |
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services |  | 6,611,810 |  |
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services |  | 6,606,602 |  |
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services |  | 6,601,039 |  |
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services |  | 6,604,087 |  |
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services |  | 6,615,183 |  |
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services |  | 6,601,040 |  |

5

Universal interactive advertising and payment system network for public access electronic commerce and business related products and services |  | 6,609,103 |  |
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services |  | 6,629,080 |  |
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services |  | 7,089,209 |  |
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services |  | 6,643,623 |  |
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services |  | 6,684,197 |  |
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services |  | 6,807,532 |  |
Universal interactive advertising and payment system network for public access electronic commerce and business related products and services |  | 6,763,336 |  |
Universal interactive advertising and payment system for public access electronic commerce and business related products and services |  | 2,291,015 (Canadian) |  |
User interface bracket for a point of sale terminal |  | D475,751 |  |
User interface bracket for a point of sale terminal |  | D476,037 |  |
Vehicle related wireless scientific instrumentation telematics |  | 6,895,310 |  |
Vehicle related wireless scientific instrumentation telematics |  | 6,853,894 |  |
Vending machine cashless payment terminal |  | D477,030 |  |
Wireless system for communicating cashless vending transaction data and vending machine audit data to remote locations |  | 7,593,897 |  |
Wireless Vehicle Diagnostics Device and Method with Service and Part Determination Capabilities (as amended) |  | 7,502,672 |  |
Method of constructing a digital content play list for transmission and presentation on a public access electronic terminal |  | 7,805,338 |  |
Method and apparatus for conserving power consumed by a vending machine utilizing audio signal detection |  | 7,856,289 |  |
Cashless transaction payment module |  | 7,865,430 |  |

6

Exhibit C
Trademarks

Description |  | Serial / Registration Number |  | Application/Registration Date
Blue Light Sequence® |  |  |  |
CM2iQ® |  |  |  |
EnergyMiser® |  |  |  |
ePort® |  |  |  |
ePort Connect® |  |  |  |
ePort Edge® |  |  |  |
Intelligent Vending® |  |  |  |
PC Express® |  |  |  |
SnackMiser® |  |  |  |
The Office That Never Sleeps® |  |  |  |
TransAct® |  |  |  |
USA Technologies & Design® |  |  |  |
USALive® |  |  |  |
VendingMiser® |  |  |  |
VM2iQ® |  |  |  |
Pay Dot™ |  |  |  |
Creating Value Through Innovation™ |  |  |  |
eSuds™ |  |  |  |

7