Exhibit 10.42


 


EIGHTH AMENDMENT

TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


 


THIS
EIGHTH AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”)
is entered into on this 11th day of July, 2012 but is to be effective as of the 28th day of June, 2012 by and between SILICON VALLEY
BANK (“Bank”) and US DATAWORKS, INC., a Nevada corporation (“Borrower”) whose address is One Sugar Creek
Center Blvd., 5th Floor, Sugar Land, TX 77478.


 


Recitals


 


A.                 
Bank and Borrower have entered into that certain Amended and Restated Loan and Security Agreement dated as of October
27, 2010, as amended from time to time including by that certain Forbearance and First Amendment to Amended and Restated Loan and
Security Agreement dated as of February 8, 2011, that certain Second Amendment to Amended and Restated Loan and Security Agreement
dated as of May 9, 2011, that certain Third Amendment to Amended and Restated Loan and Security Agreement dated as of June 7, 2011,
that certain Fourth Amendment to Amended and Restated Loan and Security Agreement dated as of June 30, 2011, that certain Forbearance
and Fifth Amendment to Amended and Restated Loan and Security Agreement dated September 12, 2011 and that certain Sixth Amendment
to Amended and Restated Loan and Security Agreement dated as of November 1, 2011 and that certain Seventh Amendment to Amended
and Restated Loan and Security Agreement dated as of March 15, 2012 (as the same may from time to time be further amended, modified,
supplemented or restated, the “Loan Agreement”).


 


B.                 
Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.


 


C.                 
Borrower has requested that Bank amend the Loan Agreement to (i) extend the maturity date and (ii) make certain other
revisions to the Loan Agreement as more fully set forth herein.


 


D.                 
Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the
terms, subject to the conditions and in reliance upon the representations and warranties set forth below.


 


Agreement


 


Now,
Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:


 


1.                  
Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to
them in the Loan Agreement.


 


2.                  
Amendments to Loan Agreement. 


 


2.1               
Section 13.1 (Definitions). The following defined terms and their definitions set forth in Section 13.1 of the
Loan Agreement hereby are added, or amended and restated in their entirety, as follows:


 


“Eighth
Amendment Effective Date” is June 28, 2012.


 


“Facility
Amount” is (i) from the Eighth Amendment Effective Date through August 27, 2012, Seven Hundred Sixty Four Thousand Seven
Hundred Dollars ($764,700) and (ii) from August 28, 2012 through the Maturity Date, Four Hundred Sixty Eight Thousand Seven Hundred
Fifty Dollars ($468,750).


 


“Maturity
Date” is September 26, 2012.


 






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3.                  
Limitation of Amendments.


 


3.1               
The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited
precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or
condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future
under or in connection with any Loan Document.


 


3.2               
This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed
and shall remain in full force and effect.


 


4.                  
Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents
and warrants to Bank as follows:


 


4.1               
Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents
are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties
relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and
is continuing;


 


4.2               
Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the
Loan Agreement, as amended by this Amendment;


 


4.3               
The organizational documents of Borrower delivered to Bank on the date hereof remain true, accurate and complete and
have not been amended, supplemented or restated and are and continue to be in full force and effect;


 


4.4               
The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the
Loan Agreement, as amended by this Amendment, have been duly authorized;


 


4.5               
The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the
Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting
Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or
other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents
of Borrower;


 


4.6               
The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the
Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation
of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof,
binding on either Borrower, except as already has been obtained or made; and


 


4.7               
This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable
against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’
rights.


 


5.                  
Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts
taken together shall be deemed to constitute one and the same instrument.


 


6.                  
Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank
of this Amendment by each party hereto, (b) the due execution and delivery to Bank of updated Borrowing Resolutions, (c) Borrower’s
payment to Bank of an extension fee of Two Thousand Dollars ($2,000), which may be debited from any of Borrower’s accounts
with Bank and (d) Borrower’s payment of all Bank Expenses incurred to date, which may be debited from any of Borrower’s
accounts with Bank.


 






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In
Witness Whereof, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first
written above.


 


	
        BANK

         

        SILICON VALLEY BANK

         

         

        By: /s/ Joe Camacho

        Name: Joe Camacho

        Title: Relationship Manager
	
        BORROWER

         

        US DATAWORKS, INC.

         

         

        By: /s/ Randall J. Frapart

        Name: /s/ Randall J. Frapart

        Title: Chief Financial Officer

         

	 	 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature
Page to Eighth Amendment to Amended and Restated Loan and Security Agreement] 


 








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