|Key Areas*||Stephen Herbert||Steven Barnhart||Joel Brooks||William Schoch||Deborah Arnold||Frank Petito||AlbinMoschner||Jack Price||William Reilly|
|Public company leadership experience||X||X||X||X||X||X||X||X|
|Finance & deal experience||X||X||X||X|
|Payments industry experience||X||X||X|
|Wireless industry experience||X||X||X|
|High volume transaction processing experience||X||X||X||X||X||X|
|Bringing technology to market||X||X||X||X||X|
|Scaling a growth company||X||X||X||X||X|
|Sales & marketing leadership||X||X||X||X||X||X|
|Public company board experience||X||X||X||X||X||X|
Tirpak’s Destruction of Shareholder Value at Direct Insite. On May 25, 2011, Tirpak and Craig W. Thomas, operating under the self-laudatory moniker S.A.V.E., and other shareholders in their group, gained control of the board of Direct Insite Corp. (OTCBB: DIRI). In addition to what USAT believes is a shocking pattern of poor business judgment, weak corporate governance practices and lack of competency -- as outlined in detail in the Company’s May 30, 2012 letter to shareholders -- since the Direct Insite takeover, the stock price has declined by nearly 50%. On May 25, 2011, the date of Tirpak’s takeover, Direct Insite shares traded at $1.20 per share. Today, DIRI trades at only 65 cents per share. Clearly, USAT does not want to see a similar destruction of shareholder value at Tirpak’s hands.While a USAT director, and prior to his resignation from the board in March 2012, the board determined that Tirpak breached USAT’s Code of Business Conduct and Ethics. In January 2012, and prior to his resignation from the board in March 2012, the USAT board determined that Tirpak had violated USAT’s Code of Business Conduct and Ethics in three material respects. In December 2011, Tirpak had called a key USAT shareholder under the guise of acting in his capacity as a USAT director, when he was in fact advancing his own agenda – clearly conduct detrimental to USAT. According to the shareholder, during the call Tirpak accused the shareholder of an illegal activity. The shareholder abruptly ended the call and requested that Tirpak never call the shareholder again. The shareholder - quite upset by the incident – had outside counsel call USAT’s corporate counsel to complain about Tirpak’s behavior. Simply put, this is not behavior befitting of USAT or its shareholders. Two other Tirpak nominees – Rodman Reef and John Ioannou – were previously evaluated and rejected by USAT’s Nominating Committee in favor of more qualified candidates who have since joined the USAT board. While he was a member of the USAT board, Tirpak also sat on the Nominating Committee and fully participated in the evaluation of Rodman Reef and John Ioannou and concurred with the decision to reject at least one of them in favor of the more qualified candidate who now sits on the board of directors. Even though both Rodman Reef and John Ioannou were already rejected by the Company’s Nominating Committee, Tirpak believes they are suitable candidates to serve shareholder interests. USAT believes its shareholders know better. INVESTOR PRESENTATION USAT filed an investor presentation with the Securities and Exchange Commission, which provides an accurate discussion of the Company’s business and additional details regarding USAT’s successful implementation of its turnaround plan to create value for shareholders. The Company invites you to view the “ISS Presentation” by clicking here or access via the Investor Relations section of USAT’s website at www.usatech.com. VOTE THE WHITE PROXY CARD TODAY Whether or not you attend the Annual Meeting, the Company recommends that all shareholders vote today by telephone, by Internet, or by signing and dating the WHITE proxy card and returning it as soon as possible. Since time is of the essence, and the meeting is such a short way off, shareholders are encouraged to vote by Internet or by telephone . Shareholders are also encouraged to discard any proxy cards they may have received from S.A.V.E. If shareholders have any questions or need assistance voting, or need additional copies of USAT’s proxy materials, please contact MacKenzie Partners, Inc., which is assisting USAT in connection with this year’s Annual Meeting.
------------------------------------ MacKenzie Partners, Inc.105 Madison AvenueNew York, NY 10016(212) 929-5500 (call collect)OrTOLL-FREE (800) 322-2885------------------------------------About USA Technologies: USA Technologies is a leader in the networking of wireless non-cash transactions, associated financial/network services and energy management. USA Technologies provides networked credit card and other non-cash systems in the vending, commercial laundry, hospitality and digital imaging industries. USAT has been granted 79 patents and has agreements with Verizon, Visa, Compass, Crane and others. Visit our website at www.usatech.com. Forward-looking Statements: "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: All statements other than statements of historical fact included in this release, including without limitation the financial position, anticipated connections to our network, business strategy and the plans and objectives of the Company's management for future operations, are forward-looking statements. When used in this release, words such as "anticipate", "believe", "estimate", "expect", "intend", and similar expressions, as they relate to USAT or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of USAT's management, as well as assumptions made by and information currently available to USAT's management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, business, financial market and economic conditions, including but not limited to, the ability of USAT to retain key customers from whom a significant portion of its revenues is derived; the costs and management distractions attendant to Mr. Tirpak’s nomination of himself and six other candidates as director nominees at the 2012 annual meeting of shareholders; the outcome of the proxy contest and related litigation; whether the actions of our former CEO which resulted in his separation from USAT or the Securities and Exchange Commission’s investigation would have a material adverse effect on the future financial results or condition of USAT; the ability of USAT to compete with its competitors to obtain market share; the ability of USAT to obtain widespread commercial acceptance of it products; and whether USAT's existing or anticipated customers purchase ePort devices in the future at levels currently anticipated by USAT. Readers are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement made by us in this release speaks only as of the date of this release. Unless required by law, USAT does not undertake to release publicly any revisions to these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.