Microfilm Number Filed with the Department of State on Jul 06 1998
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Entity Number 2072587 xxxxxxxxxxxx xxxxx
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Security of the Commonwealth
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. S 1915 (relating to
articles of amendment), the undersigned business corporation, desiring to amend
its Articles, hereby states that:
1. The name of the corporation is: USA Technologies, Inc.
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2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and
the county of venue is (the Department is hereby authorized to correct the
following information to conform to the records of the Department):
(a)
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Number and Street City State Zip County
(b) c/o Corporation Service Company Chester
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Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.
3. The statute by or under which it was incorporated is:
Business Corporation Law of 1988
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4. The date of its incorporation is: January 16, 1992
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5. (Check, and if appropriate complete, one of the following):
X The amendment shall be effective upon filing these Articles of Amendment in
- --- Department of State.
- --- The amendment shall be effective on: ________________ at __________________
Date Hour
6. (Check one of the following):
X The amendment was adopted by the shareholders (or members) pursuant to 15
- --- Pa.C.S. S 1914(a) and (b).
- --- The amendment was adopted by the board of directors pursuant to 15 Pa.C.S.
S 1914(c).
7. (Check, and if appropriate complete, one of the following):
- --- The amendment adopted by the corporation, set forth in full, is as follows:
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X The amendment adopted by the corporation is set forth in full in Exhibit A
- --- attached hereto and made a part hereof.
DSCB:15-1915 (Rev 90)-2
8. (Check if the amendment restates the Articles):
The restated Articles of Incorporation supersede the orginal Articles and
- --- all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be signed by a duly authorized officer thereof this 26 day of
June, 1998.
USA Technologies, Inc.
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(Name of Corporation)
By: /s/ George R. Jensen, Jr.
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George R. Jensen, Jr.
Title: President and CEO
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EXHIBIT A
Paragraph (A) Classes of Stock of Article 4 of the Articles of Incorporation of
the Company shall be amended and restated to read in full as follows:
(A) Classes of Stock. The aggregate number of shares which the
corporation shall have authority to issue is 63,200,000 shares,
consisting of 62,000,000 shares of Common Stock, without par
value, and 1,200,000 shares of Series Preferred Stock, without
par value.