sc13da208816002_06062012.htm

CUSIP NO. 90328S401

1	NAME OF REPORTING PERSON S.A.V.E. PARTNERS IV, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,550,609
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,550,609
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,550,609
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 90328S401

1	NAME OF REPORTING PERSON LOCKE PARTNERS I LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,550,609
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,550,609
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,550,609
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 90328S401

1	NAME OF REPORTING PERSON BRADLEY M. TIRPAK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 134,140 (1)
	8	SHARED VOTING POWER 2,550,609
	9	SOLE DISPOSITIVE POWER 134,140 (1)
	10	SHARED DISPOSITIVE POWER 2,550,609
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,684,749 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2%
14	TYPE OF REPORTING PERSON IN

(1) Includes 10 shares of Common Stock issuable upon conversion of 1,000 shares of Series A Convertible Preferred Stock of the Company owned directly by Mr. Tirpak.

CUSIP NO. 90328S401

1	NAME OF REPORTING PERSON CRAIG W. THOMAS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,550,609
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,550,609
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,550,609
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 90328S401

1	NAME OF REPORTING PERSON JAMES W. STUCKERT REVOCABLE TRUST U/A DTD 2/10/86 AMENDED & RESTATED 2/7/07
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION KENTUCKY
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 200,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 200,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 90328S401

1	NAME OF REPORTING PERSON DIANE V. STUCKERT REVOCABLE TRUST U/A DTD 8/7/03
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION KENTUCKY
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 300,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 300,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 90328S401

1	NAME OF REPORTING PERSON JAMES W. STUCKERT
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 212,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 212,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 212,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 90328S401

1	NAME OF REPORTING PERSON DIANE V. STUCKERT
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 300,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 300,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 90328S401

1	NAME OF REPORTING PERSON JOHN S. IOANNOU
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER -0-**
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER -0-**
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

**See Item 5.

CUSIP NO. 90328S401

1	NAME OF REPORTING PERSON AJOY H. KARNA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER -0-**
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER -0-**
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

**See Item 5.

CUSIP NO. 90328S401

1	NAME OF REPORTING PERSON RODMAN K. REEF
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER -0-**
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER -0-**
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

**See Item 5.

CUSIP NO. 90328S401

1	NAME OF REPORTING PERSON ANDREW SALISBURY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION UK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER -0-**
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER -0-**
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

**See Item 5.

CUSIP NO. 90328S401

1	NAME OF REPORTING PERSON GEORGE WALLNER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER -0-**
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER -0-**
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

**See Item 5.

CUSIP NO. 90328S401

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 2,550,609 Shares owned directly by S.A.V.E. is approximately $3,568,600, including brokerage commissions. The Shares owned directly by S.A.V.E. were acquired with its working capital (which may, at any given time, including margin loans made by brokerage firms in the ordinary course of business).

The aggregate purchase price of the 134,130 Shares owned directly by Mr. Tirpak is approximately $232,223, excluding brokerage commissions. The aggregate purchase price of the 1,000 shares of Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”) owned directly by Mr. Tirpak is approximately $9,500, excluding brokerage commissions. The foregoing securities were acquired with personal funds.

The aggregate purchase price of the 200,000 Shares owned directly by the James Stuckert Trust is approximately $562,000, excluding brokerage commissions. The Shares owned directly by the James Stuckert Trust were acquired with its working capital.

The aggregate purchase price of the 300,000 Shares owned directly by the Diane Stuckert Trust is approximately $501,000, excluding brokerage commissions. The Shares owned directly by the Diane Stuckert Trust were acquired with its working capital.

The aggregate purchase price of the 12,000 Shares owned directly by Mr. Stuckert is approximately $13,800, excluding brokerage commissions. The Shares owned directly by Mr. Stuckert were acquired with personal funds.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

The Nominees, if elected as directors of the Issuer at the Annual Meeting, are committed to buying in the aggregate over $1,000,000 of Shares. The commitment to purchase Shares is disclosed in a letter S.A.V.E. issued to the Issuer’s shareholders on June 6, 2012 (the “June 6 Letter”), a copy of which is attached hereto as Exhibit 99.1.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) - (c) are hereby amended and restated to read as follows:

(a) The aggregate percentage of Shares reported owned by each Reporting Person is based upon 32,705,419 Shares outstanding, which is the total number of Shares outstanding as of April 27, 2012, as reported in the Issuer’s Definitive Proxy Statement on Form DEFC14A filed with the Securities and Exchange Commission on May 18, 2012.

As of the close of business on June 7, 2012, S.A.V.E. beneficially owned 2,550,609 Shares, constituting approximately 7.8% of the Shares outstanding. By virtue of their relationships with S.A.V.E. discussed in further detail in Item 2, each of Locke and Messrs. Tirpak and Thomas may be deemed to beneficially own the Shares beneficially owned by S.A.V.E.

CUSIP NO. 90328S401

As of the close of business on June 7, 2012, Mr. Tirpak directly owned 134,140 Shares, including 10 Shares issuable upon conversion of 1,000 shares of Preferred Stock directly owned by Mr. Tirpak, constituting less than one percent of the Shares outstanding.

As of the close of business on June 7, 2012, the James Stuckert Trust beneficially owned 200,000 Shares, constituting less than one percent of the Shares outstanding. By virtue of his relationship with the James Stuckert Trust discussed in further detail in Item 2, Mr. Stuckert may be deemed to beneficially own the Shares beneficially owned by the James Stuckert Trust.

As of the close of business on June 7, 2012, the Diane Stuckert Trust beneficially owned 300,000 Shares, constituting less than one percent of the Shares outstanding. By virtue of her relationship with the Diane Stuckert Trust discussed in further detail in Item 2, Mrs. Stuckert may be deemed to beneficially own the Shares beneficially owned by the Diane Stuckert Trust.

As of the close of business on June 7, 2012, Mr. Stuckert directly owned 12,000 Shares, constituting less than one percent of the Shares outstanding. Ms. Stuckert may be deemed to beneficially own the Shares directly owned by Mr. Stuckert.

None of Messrs. Ioannou, Karna, Reef, Salisbury and Wallner directly owns any Shares.

This Amendment No. 2 reports a total of 3,196,749 Shares beneficially owned in the aggregate by the Reporting Persons, constituting approximately 9.8% of the Shares outstanding.

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Exchange Act, may be deemed to beneficially own the Shares owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of his or its pecuniary interest therein.

(b) By virtue of their relationships with S.A.V.E. and Locke discussed in further detail in Item 2, Messrs. Tirpak and Thomas share the power to vote and dispose of the Shares beneficially owned by S.A.V.E. Mr. Tirpak has the sole power to vote and dispose of the Shares directly owned by Mr. Tirpak. By virtue of his relationship with the James Stuckert Trust discussed in further detail in Item 2, Mr. Stuckert has the sole power to vote and dispose of the Shares beneficially owned by the James Stuckert Trust. By virtue of her relationship with the Diane Stuckert Trust discussed in further detail in Item 2, Mrs. Stuckert has the sole power to vote and dispose of the Shares beneficially owned by the Diane Stuckert Trust. Mr. Stuckert has the sole power to vote and dispose of the Shares directly owned by Mr. Stuckert.

(c) Schedule A annexed hereto lists all transactions in the Shares by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D. All of such transactions were effected in the open market, unless otherwise noted.

CUSIP NO. 90328S401

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

As disclosed in the June 6 Letter, the Nominees are committed to buying in the aggregate over $1,000,000 of Shares if elected as directors of the Issuer at the Annual Meeting.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1

June 6 Letter.

CUSIP NO. 90328S401

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 8, 2012	S.A.V.E. PARTNERS IV, LLC

	By:	Locke Partners I LLC
		Managing Member

	By:	/s/ Craig W. Thomas
	Name:	Craig W. Thomas
	Title:	Co-Managing Member

	LOCKE PARTNERS I LLC

	By:	/s/ Craig W. Thomas
	Name:	Craig W. Thomas
	Title:	Co-Managing Member

	/s/ Bradley M. Tirpak
	BRADLEY M. TIRPAK

	JAMES W. STUCKERT REVOCABLE TRUST U/A DTD 2/10/86 AMENDED & RESTATED 2/7/07

	By:	/s/ Craig W. Thomas
	Name:	Craig W. Thomas
	Title:	Attorney-in-fact for James W. Stuckert, Sole Trustee

	DIANE V. STUCKERT REVOCABLE TRUST U/A DTD 8/7/03

	By:	/s/ Craig W. Thomas
	Name:	Craig W. Thomas
	Title:	Attorney-in-fact for Diane V. Stuckert, Sole Trustee

	/s/ Craig W. Thomas
	CRAIG W. THOMAS
	Individually and as attorney-in-fact for James W. Stuckert, Diane V. Stuckert, John S. Ioannou, Ajoy H. Karna, Rodman K. Reef, Andrew Salisbury and George Wallner

CUSIP NO. 90328S401

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 1 to the Schedule 13D

Shares of Common Stock Purchased/Sold	Price Per Share($)	Date of Purchase/Sale
S.A.V.E. PARTNERS IV, LLC
10,900	1.1805	05/17/2012
11,300	1.1925	05/18/2012
29,700	1.3505	05/23/2012
26,000	1.3516	05/24/2012
39,000	1.4013	05/25/2012
10,400	1.4969	05/29/2012
17,000	1.4018	05/31/2012
7,700	1.3578	06/01/2012

LOCKE PARTNERS I LLC

None

BRADLEY M. TIRPAK

None

CRAIG W. THOMAS

None

JAMES W. STUCKERT REVOCABLE TRUST

None

DIANE V. STUCKERT REVOCABLE TRUST

None

JAMES W. STUCKERT

None

DIANE V. STUCKERT

None

JOHN S. IOANNOU

None

AJOY H. KARNA

None

RODMAN K. REEF

None

ANDREW SALISBURY

None

GEORGE WALLNER

None

Shareholder Advocates for Value Enhancement

June 6, 2012

Dear Fellow Shareholders:

SAVE’S NOMINEES ARE COMMITTED TO PURCHASING OVER $1,000,000 OF USAT STOCK IF ELECTED

SAVE OWNS APPROXIMATELY 9.8% OF USAT AND IS COMMITTED TO ACTING FOR ALL OWNERS

S.A.V.E. Partners IV, LLC, its nominees and certain other shareholders are members of a group (“SAVE”) that collectively owns 3,196,739 shares of common stock of USA Technologies, Inc. (“USAT” or the “Company”), representing approximately 9.8% of the Company’s outstanding shares. As the largest shareholder of USAT, our interests are strongly aligned with yours and we are dedicated to implementing the changes that we believe are necessary to improve the Company’s performance.

PLEASE VOTE THE ENCLOSED GOLD PROXY CARD TO ELECT SAVE’S SEVEN NOMINEES

SAVE’s nominees, all of whom have been carefully selected based upon their specific capabilities and experience, are fully committed to making USAT an exceptional company. These nominees bring seasoned leadership skills, industry expertise and deep functional knowledge in critical aspects of USAT’s business, including hardware, transaction processing, vending, finance and international sales. If elected, our nominees will actively engage with management in a full-scale effort to lead a rapid transformation of the business with the goal of maximizing value for all shareholders.

“When I ran Hypercom, we launched a new credit card terminal every six months. Our product introductions were designed to improve functionality, speed, ease of use and customer value. Without a healthy pipeline of new, lower cost hardware and higher functioning terminals, I firmly believe a company like USAT will not prosper.

I am not only committed to serving on the Board and helping USAT implement a profitable business plan, I am also prepared to purchase a substantial amount of stock.”

George Wallner, SAVE nominee, Founder and former CEO of Hypercom Corporation, which became one of the global leaders in credit card terminals and achieved over $250 million in revenues under his leadership.

IF ELECTED SAVE’S NOMINEES INTEND TO BE COMPENSATED ONLY IN STOCK OPTIONS AND TO PURCHASE MORE THAN $1,000,000 OF USAT STOCK

As the Company’s largest shareholder, SAVE has an enormous economic incentive to fix the Company and increase its market value. To reinforce this objective, and to further align directors’ interests with all shareholders, SAVE’s nominees, if elected to the Board, intend to implement a policy that directors’ fees will be paid solely in stock options. In addition, SAVE’s nominees are committed to buying at least $1,000,000 in stock if elected to the Board.

WE HAVE A BUSINESS PLAN TO ENHANCE VALUE AND INTEND TO ACT QUICKLY AND DECISIVELY

SAVE believes USAT has significant potential and we are passionate about improving the business model and creating a profitable business. However, in order to successfully achieve this goal, we believe USAT requires a new direction. We do not believe USAT’s current strategy is supported by a sound business plan or a Board of Directors capable of creating sustainable shareholder value. Here are key goals of SAVE’s Business Improvement Plan:

Establish a Highly-qualified Board. SAVE’s nominees have held significant operating, management and finance positions at companies such as Hypercom, Citigroup, IBM, Next Generation Vending, PepsiCo, Frito-Lay, Credit Suisse and Boston Consulting Group. Our nominees are committed to acting with a sense of urgency to make what we believe are vital strategic, operational, organizational and cultural changes.

Develop Low-cost Hardware. Our goal is to lower the cost of USAT’s hardware by up to 50% to accelerate the return on investment on the JumpStart program. We strongly believe lower cost hardware is the key to improving the economics of the JumpStart program and generating sustainable profits. On the other hand, when asked about the Company’s manufacturing costs on its February 8, 2012 earnings call, Stephen Herbert, USAT’s CEO, indicated that he did not think these costs would see a significant decline. We believe this statement underscores a key difference — current leadership’s apparent acceptance of the status quo vs. our commitment to change it.

Develop Higher Functioning Terminals to enable the Company’s customers to benefit from the rapidly changing mobile payments market. Our business plan calls for the development of new devices that would include color touch screens with the ability to accept pinned debit, communicate offers, process coupons and advertise merchandise and nutritional information.

Increase Processing Profits by reducing costs in the transaction processing segment. SAVE’s business plan seeks to drive consistent profitability by providing the necessary resources to implement least-cost-routing of debit transactions, accept new lower cost payment types, and increase troubleshooting capabilities.

Launch Vending Route Management and Other Value-Added Services. SAVE’s business plan includes cost-effectively upgrading the Company’s service offering or developing a strategic partnership with a software provider in order to provide customers with the benefits of enhanced vending route management. We believe that cashless terminals will rapidly become a commodity technology and that new value-added services will drive incremental profit through loyal customer relationships.

Selectively Expand Internationally and distribute the Company’s products on a global scale. According to a report by Global Industry Analysts, Inc., the worldwide installed base of vending machines is expected to reach 35 million units by 2015. SAVE’s business plan includes forging strategic alliances with distributors for USAT devices and service offerings globally.

·	Boost Customer Confidence with a clear technology roadmap that reassures customers of USAT’s ability to enable them to consistently implement state-of-the-art technology.

·	Reduce Operating Costs and reinvest savings to pursue profitable initiatives. SAVE has identified what it believes to be significant potential cost savings, including reducing legal fees, consolidating office space and eliminating senior executive perks, such as the corporate auto allowance.

PLEASE VOTE THE ENCLOSED GOLD PROXY CARD TO SUPPORT SAVE’S BUSINESS PLAN FOR CHANGE

FROM MAY 31, 2011 TO MARCH 9, 2012

USAT’S MARKET VALUE DECLINED OVER 57%

USAT’s stock closed at $2.30 on May 31, 2011 and $0.97 on March 9, 2012, the last trading day before S.A.V.E. Partners IV, LLC commenced its recent purchases of USAT shares. We believe the recent increase in USAT’s stock price is likely attributable to SAVE’s purchasing activity and our nomination of seven highly-qualified director candidates on April 13, 2012. However, we are extremely concerned that the stock price will deteriorate significantly as USAT continues to burn through substantial amounts of cash. In the first nine months of fiscal 2012, USAT has depleted the cash on its balance sheet by more than 50%, from approximately $13.0 million of cash and cash equivalents as of June 30, 2011 to approximately $6.2 million of cash and cash equivalents as of March 31, 2012.

WE BELIEVE THE CURRENT USAT BOARD IS MORE COMMITTED TO SERVING THEIR OWN SELF-INTERESTS THAN THE BEST INTERESTS OF SHAREHOLDERS

USAT’s Board voted themselves a 35% pay raise in June 2011 by granting themselves an award of 10,000 shares each, and then oversaw the dramatic decline in market value shown above. SAVE nominee, Bradley Tirpak, was the only director who later waived this award because of the decline in the stock price, which we believe is overwhelming evidence of his alignment with shareholders.

USAT’s Board paid over $500,000 in severance to its former Chairman and CEO after he resigned in October 2011 for posting over 450 inappropriate comments about USAT on a Yahoo! message board.

In stark contrast, SAVE has nominated seven highly-qualified individuals to the Board who are committed to purchasing over $1,000,000 of stock if elected. Our nominees are committed to rapidly implementing a new business plan and making USAT a success. Not only do we believe the USAT Board does not have a sound business plan, in our view it doesn’t even have a coherent plan regarding its own recruitment and retention. The USAT Board recently nominated two new individuals who own a grand total of 200 shares. We seriously question the ability of USAT’s nominees to represent shareholders’ best interests.

PLEASE VOTE THE GOLD PROXY CARD TO HELP SAVE IMPROVE YOUR COMPANY

SAVE HAS A BUSINESS PLAN TO FIX THE COMPANY

DON’T BE MISLED BY THE BOARD’S NEGATIVE CAMPAIGN

After SAVE published details of its business improvement plan, the Company responded with personal attacks that, in our view, are aimed to divert your attention away from what really matters. We believe the Board has resorted to negative campaigning because it does not have a sound business plan and has little that is positive to say about the Company’s performance. We believe savvy shareholders see right through these tactics and would rather hear about a Board that is committed to maximizing the value of their investment with a business plan that is intended to accomplish this goal.

Since we strive to be honest and transparent with USAT shareholders, we believe it’s important to set the record straight with regard to some of the USAT Board’s more egregious accusations. We encourage all shareholders to visit www.SAVEUSAT.com to learn more about SAVE.

SAVE is committed to enhancing long-term value for shareholders by advocating for improved corporate governance, efficient operations and aligning executive compensation with shareholder returns. Bradley Tirpak, a SAVE co-founder and director nominee, served on the USAT Board as SAVE’s sole representative from June 2011 to March 2012. During this time, Mr. Tirpak, a significant shareholder himself, demanded accountability and challenged the status quo by asking tough questions of the Board, as the fiduciaries of your investment.

The Company implies we were hiding our proposed agreement with George Wallner. Mr. Wallner’s proposed consulting agreement was fully disclosed in SAVE’s nomination letter as well as our proxy statement mailed to all USAT shareholders. SAVE is thrilled that Mr. Wallner is ready, willing and able to offer his 35 years of industry experience to help USAT lower the cost of its hardware and improve profitability. We believe shareholders will benefit tremendously from his services.

In October 2011, George Jensen resigned as CEO after posting over 450 inappropriate comments on a Yahoo! message board. Contrary to what USAT now claims, SAVE welcomed the Audit Committee’s investigation of this matter, which escalated into an SEC investigation. During the course of this inquiry, Mr. Tirpak offered to make available all relevant documents and data on his computers and devices, but simply declined to allow USAT’s private investigator to make and retain copies of his hard drives containing sensitive and unrelated personal, financial and business information.

SAVE believes the only way to effect meaningful change at the Company, and to promote accountability and transparency to all shareholders, is to effect majority change on the Board. WE URGE YOU TO VOTE THE GOLD PROXY CARD TODAY.

We appreciate your support. SAVE urges shareholders NOT to respond to any solicitation made by USAT’s Board of Directors and NOT to return USAT’s white proxy card. If you have voted a white proxy card, you can change your vote by voting the enclosed GOLD proxy card today. Please vote each and every GOLD proxy card you receive. You can learn more about SAVE and our highly-qualified Board candidates at www.SAVEUSAT.com.

Sincerely,

/s/ Bradley M. Tirpak	/s/ Craig W. Thomas

Bradley M. Tirpak	Craig W. Thomas

If you have any questions, please call Morrow & Co., LLC at (203) 658-9400

or toll-free at (800) 662-5200 or e-mail info@saveusat.com.

PLEASE VOTE THE GOLD PROXY CARD TODAY