On January 21, 2020, Hudson Executive announced that on January 17, 2020, it has delivered a letter to the Board of Directors of USA Technologies, Inc. In the letter, Hudson Executive expressed its views that the current Company Board must recognize and accept the reality of the situation and agree now to meaningful changes so that the Company may move forward on a path that is in the best interests of all stakeholders. Hudson Executive stated that considering the foregoing, to allow the Company to move forward, the Company will immediately seat all 8 of the director candidates included on its proxy card and 2 members of the current Board, proposed by the Company and acceptable to Hudson, will continue, and the remaining current members will resign and this new 10 member Board will undertake its duties and will be re-nominated by the Company for election at the annual shareholders meeting, to be held no later than April 30, 2020. Hudson Executive stated that if its proposal is rejected and the Board continues its current path, Hudson expects that the Board elected at the next meeting will be obligated to investigate and pursue remedies for the current Board’s actions as and to the extent the law permits and Hudson will also pursue all remedies available should the Board engage in an inappropriate strategic transaction prior to the annual shareholders meeting. In addition, Hudson stated that it will assume, all remaining members opted to ratify all prior Board actions and to continue the