exv10w21






Exhibit 10.21




SECURITIES PURCHASE AGREEMENT




     This Securities Purchase Agreement (this “Agreement”) is dated as of August 31, 2007,
by and among US Dataworks, Inc., a Nevada corporation (the “Company”), and each purchaser
identified on the signature pages hereto (each, including its successors and assigns, a
“Purchaser” and collectively the “Purchasers”); and



     WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to
Section 4(2) of the Securities Act (as defined below) and Rule 506 promulgated thereunder, the
Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly,
desires to purchase from the Company, in the aggregate, up to $350,000 of Common Stock on the
Closing Date.



     NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration the receipt and adequacy of which are hereby acknowledged,
the Company and each Purchaser agrees as follows:



ARTICLE I.

DEFINITIONS




     1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all
purposes of this Agreement, the following terms have the meanings indicated in this Section 1.1:




     “Affiliate” means any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a Person as
such terms are used in and construed under Rule 144. With respect to a Purchaser, any
investment fund or managed account that is managed on a discretionary basis by the same
investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.




     “Closing” means the closing of the purchase and sale of the Common Stock
pursuant to Section 2.1.




     “Closing Date” means the Trading Day when all of the Transaction Documents
have been executed and delivered by the applicable parties thereto, and all conditions
precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the
Company’s obligations to deliver the Shares have been satisfied or waived.




     “Closing Price” means on any particular date the last reported trade of the
Common Stock on such date on the American Stock Exchange (as reported on the American Stock
Exchange).




     “Commission” means the Securities and Exchange Commission.



 









 






     “Common Stock” means the common stock of the Company, $0.0001 par value per
share, and any securities into which such common stock may hereafter be reclassified.




     “Exchange Act” means the Securities Exchange Act of 1934, as amended.




     “Liens” means a lien, charge, security interest, encumbrance, right of first
refusal, preemptive right or other restriction.




     “Material Adverse Effect” shall mean (i) a material adverse effect on the
legality, validity or enforceability of any Transaction Document, (ii) a material adverse
effect on the results of operations, assets, business, prospects or financial condition of
the Company, taken as a whole, or (iii) a material adverse effect on the Company’s ability
to perform in any material respect on a timely basis its obligations under any Transaction
Document.




     “Per Share Purchase Price” shall be equal to the [average Closing Price of the
Common Stock for the five Consecutive Trading Days immediately preceding the Closing Date],
subject to adjustment for reverse and forward stock splits, stock dividends, stock
combinations and other similar transactions of the Common Stock that occur after the date
of this Agreement.




     “Person” means an individual or corporation, partnership, trust, incorporated
or unincorporated association, joint venture, limited liability company, joint stock
company, government (or an agency or subdivision thereof) or other entity of any kind.




     “Required Approvals” shall have the meaning ascribed to such term in Section
3.1(e).




     “Rule 144” means Rule 144 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same effect as such
Rule.




     “SEC Reports” shall have the meaning ascribed to such term in Section 3.1(h).




     “Securities Act” means the Securities Act of 1933, as amended.




     “Shares” means the shares of Common Stock issued or issuable to each Purchaser
pursuant to this Agreement.




     “Subscription Amount” means, as to each Purchaser, the amount set forth below
such Purchaser’s signature block on the signature page hereto, in United States dollars and
in immediately available funds.



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     “Trading Day” means a day on which the Common Stock is traded on the American
Stock Exchange.




     “Transaction Documents” means this Agreement and any other documents or
agreements executed in connection with the transactions contemplated hereunder.



ARTICLE II.

PURCHASE AND SALE




     2.1 Closing. On the Closing Date, each Purchaser shall purchase from the Company,
severally and not jointly with the other Purchasers, and the Company shall issue and sell to each
Purchaser, a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per
Share Purchase Price. The aggregate Subscription Amounts for Shares sold hereunder shall be up to
$350,000. Upon satisfaction of the conditions set forth in Section 2.2, the Closing shall occur at
the Palo Alto, California offices of Pillsbury Winthrop Shaw Pittman LLP, or such other location as
the parties shall mutually agree.



     2.2 Deliveries.




     (a) On the Closing Date (except as otherwise indicated below), the Company shall
deliver or cause to be delivered to each Purchaser the following:




     (i) this Agreement duly executed by the Company; and




     (ii) a copy of the letter of instruction to the Company’s transfer agent
instructing the transfer agent to issue the number of Shares equal to such
Purchaser’s Subscription Amount divided by the Per Share Purchase Price, in the
name of such Purchaser.




     (b) On the Closing Date, each Purchaser shall deliver or cause to be delivered to the
Company the following:




     (i) this Agreement duly executed by such Purchaser; and




     (ii) such Purchaser’s Subscription Amount by check or wire transfer per the
written instructions of the Company.



     2.3 Closing Conditions. 




     (a) The obligations of the Company hereunder in connection with the Closing are
subject to the following conditions being met:




     (i) the accuracy in all material respects when made and on the Closing Date of
the representations and warranties of the Purchasers contained herein;



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     (ii) all obligations, covenants and agreements of the Purchasers required to
be performed at or prior to the Closing Date shall have been performed; and




     (iii) the delivery by the Purchasers of the items set forth in Section 2.2(b)
of this Agreement.




     (b) The respective obligations of the Purchasers hereunder in connection with the
Closing are subject to the following conditions being met:




     (i) the accuracy in all material respects on the Closing Date of the
representations and warranties of the Company contained herein;




     (ii) all obligations, covenants and agreements of the Company required to be
performed at or prior to the Closing Date shall have been performed; and




     (iii) the delivery by the Company of the items set forth in Section 2.2(a) of
this Agreement.



ARTICLE III.

REPRESENTATIONS AND WARRANTIES




     3.1 Representations and Warranties of the Company. Except as set forth in this Agreement,
the Company hereby makes the representations and warranties set forth below to each Purchaser:




     (a) Organization and Qualification. The Company is an entity duly
incorporated or otherwise organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation or organization (as applicable), with the
requisite power and authority to own and use its properties and assets and to carry on its
business as currently conducted. The Company is not in violation or default of any of the
provisions of its articles of incorporation, bylaws or other organizational or charter
documents.




     (b) Authorization; Enforcement. The Company has the requisite corporate power
and authority to enter into and to consummate the transactions contemplated by each of the
Transaction Documents and otherwise to carry out its obligations thereunder. The execution
and delivery of each of the Transaction
Documents by the Company and the consummation by it of the transactions contemplated
thereby have been duly authorized by all necessary action on the part of the Company and no
further action is required by the Company in connection therewith other than in connection
with the Required Approvals. Each Transaction Document has been (or upon delivery will
have been) duly executed by the Company and, when delivered in accordance with the terms
hereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general



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application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable remedies, as
limited by public policy.




     (c) No Conflicts. The execution, delivery and performance of the Transaction
Documents by the Company, the issuance and sale of the Shares and the consummation by the
Company of the other transactions contemplated thereby do not and will not (i) conflict
with or violate any provision of the Company’s articles of incorporation, bylaws or other
organizational or charter documents, or (ii) conflict with, or constitute a default (or an
event that with notice or lapse of time or both would become a default) under, result in
the creation of any Lien upon any of the properties or assets of the Company, or give to
others any rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company debt or otherwise) or other understanding to which the Company is a
party or by which any property or asset of the Company is bound or affected, or (iii)
subject to the Required Approvals, conflict with or result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any court or
governmental authority to which the Company is subject (including federal and state
securities laws and regulations), or by which any property or asset of the Company is bound
or affected, or (iv) conflict with or violate the terms of any agreement by which the
Company is bound or to which any property or asset of the Company is bound or affected;
except such as could not have or reasonably be expected to result in a Material Adverse
Effect.




     (d) Filings, Consents and Approvals. The Company is not required to obtain
any consent, waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other governmental authority
or other Person in connection with the execution, delivery and performance by the Company
of the Transaction Documents, other than (i) necessary filings with the Commission, (ii)
necessary application to the American Stock Exchange for the listing of the Shares, and
(iii) the filing of Form D with the Commission and such filings as are required to be made
under applicable state securities laws (collectively, the “Required Approvals”).




     (e) Issuance of the Shares. The Shares are duly authorized and, when issued
and paid for in accordance with the Transaction Documents, will be duly and validly issued,
fully paid and nonassessable, free and clear of all Liens
imposed by the Company other than restrictions on transfer provided for in the
Transaction Documents. The Company has reserved from its duly authorized capital stock the
maximum number of shares of Common Stock issuable pursuant to this Agreement.




     (f) Capitalization. The capitalization of the Company is as described in the
Company’s most recent periodic report filed with the Commission. The Company has not
issued any capital stock since such filing other than pursuant to the exercise of employee
stock options under the Company’s stock option plans,



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the issuance of shares of Common
Stock to employees pursuant to the Company’s employee stock purchase plan and pursuant to
the conversion or exercise of outstanding Common Stock Equivalents outstanding. Except as
set forth in the Company’s SEC Reports, no Person has any right of first refusal,
preemptive right, right of participation, or any similar right to participate in the
transactions contemplated by the Transaction Documents. Except as a result of the purchase
and sale of the Shares and for employee stock options under the Company’s stock option
plans, except as set forth in the Company’s SEC Reports, there are no outstanding options,
warrants, script rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities, rights or obligations convertible into or exchangeable for, or
giving any Person any right to subscribe for or acquire, any shares of Common Stock, or
contracts, commitments, understandings or arrangements by which the Company is or may
become bound to issue additional shares of Common Stock, or securities or rights
convertible or exchangeable into shares of Common Stock. Except as set forth in the
Company’s SEC Reports, the issue and sale of the Shares will not obligate the Company to
issue shares of Common Stock or other securities to any Person (other than the Purchasers)
and will not result in a right of any holder of Company securities to adjust the exercise,
conversion, exchange or reset price under such securities. All of the outstanding shares of
capital stock of the Company are validly issued, fully paid and nonassessable, have been
issued in compliance with all federal and state securities laws, and none of such
outstanding shares was issued in violation of any preemptive rights or similar rights to
subscribe for or purchase securities. No further approval or authorization of any
stockholder, the Board of Directors of the Company or others is required for the issuance
and sale of the Shares. Except as disclosed in the Company’s SEC Reports, there are no
stockholders agreements, voting agreements or other similar agreements with respect to the
Company’s capital stock to which the Company is a party or, to the knowledge of the
Company, between or among any of the Company’s stockholders.




     (g) SEC Reports; Financial Statements. The Company has filed all reports
required to be filed by it under the Securities Act and the Exchange Act, including
pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two years preceding the
date hereof (or such shorter period as the Company was required by law to file such
material) (the foregoing materials, including the exhibits thereto, being collectively
referred to herein as the “SEC Reports”) on a timely basis or has received a valid
extension of such time of filing and has filed
any such SEC Reports prior to the expiration of any such extension. As of their
respective dates, the SEC Reports complied in all material respects with the requirements
of the Securities Act and the Exchange Act and the rules and regulations of the Commission
promulgated thereunder, as applicable, and none of the SEC Reports, when filed, contained
any untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The financial statements of the
Company included in the SEC Reports comply in all material respects with applicable



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accounting requirements and the rules and regulations of the Commission with respect
thereto as in effect at the time of filing. Such financial statements have been prepared
in accordance with United States generally accepted accounting principles applied on a
consistent basis during the periods involved (“GAAP”), except as may be otherwise
specified in such financial statements or the notes thereto and except that unaudited
financial statements may not contain all footnotes required by GAAP, and fairly present in
all material respects the financial position of the Company and its consolidated
subsidiaries as of and for the dates thereof and the results of operations and cash flows
for the periods then ended, subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments.




     (h) Material Changes. Since the date of the latest audited financial
statements included within the SEC Reports, except as specifically disclosed in the SEC
Reports, (i) there has been no event, occurrence or development that has had or that could
reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not
incurred any liabilities (contingent or otherwise) other than (A) trade payables and
accrued expenses incurred in the ordinary course of business consistent with past practice
and (B) liabilities not required to be reflected in the Company’s financial statements
pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the
Company has not altered its method of accounting, (iv) the Company has not declared or made
any dividend or distribution of cash or other property to its stockholders or purchased,
redeemed or made any agreements to purchase or redeem any shares of its capital stock and
(v) the Company has not issued any equity securities to any officer, director or Affiliate,
except pursuant to existing Company stock option plans. The Company does not have pending
before the Commission any request for confidential treatment of information.




     (i) Investment Company. The Company is not, and is not an Affiliate of, and
immediately after receipt of payment for the Shares, will not be or be an Affiliate of, an
“investment company” within the meaning of the Investment Company Act of 1940, as amended.
The Company shall conduct its business in a manner so that it will not become subject to
the Investment Company Act.




     (j) Listing and Maintenance Requirements. The Company’s Common Stock is
registered pursuant to Section 12(g) of the Exchange Act, and the Company has taken no
action designed to, or which to its knowledge is likely to
have the effect of, terminating the registration of the Common Stock under the
Exchange Act nor has the Company received any notification that the Commission is
contemplating terminating such registration. The Company has not, in the 12 months
preceding the date hereof, received notice from the American Stock Exchange to the effect
that the Company is not in compliance with the listing or maintenance requirements of the
American Stock Exchange. The Company is, and has no reason to believe that it will not in
the foreseeable future continue to be, in compliance with all such listing and maintenance
requirements.



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     (k) No Integrated Offering. Assuming the accuracy of the Purchasers’
representations and warranties set forth in Section 3.2, neither the Company, nor any of
its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under
circumstances that would cause this offering of the Shares to be integrated with prior
offerings by the Company for purposes of the Securities Act or any applicable shareholder
approval provisions, including, without limitation, under the rules and regulations of any
exchange or automated quotation system on which any of the securities of the Company are
listed or designated. 




     (l) General Solicitation. Neither the Company nor any person acting on behalf
of the Company has offered or sold any of the Shares by any form of general solicitation or
general advertising. The Company has offered the Shares for sale only to the Purchasers
and certain other “accredited investors” within the meaning of Rule 501 under the
Securities Act.




     (m) Acknowledgment Regarding Purchasers’ Purchase of Shares. The Company
acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an
arm’s length purchaser with respect to the Transaction Documents and the transactions
contemplated hereby. The Company further acknowledges that no Purchaser is acting as a
financial advisor or fiduciary of the Company (or in any similar capacity) with respect to
this Agreement and the transactions contemplated hereby and any advice given by any
Purchaser or any of their respective representatives or agents in connection with this
Agreement and the transactions contemplated hereby is merely incidental to the Purchasers’
purchase of the Shares. The Company further represents to each Purchaser that the
Company’s decision to enter into this Agreement has been based solely on the independent
evaluation of the transactions contemplated hereby by the Company and its representatives.



     3.2 Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself
and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing
Date to the Company as follows:




     (a) Organization; Authority. The execution, delivery and performance by such
Purchaser of the transactions contemplated by this Agreement have been duly authorized by
all necessary corporate or similar action on the part of such Purchaser. Each Transaction
Document to which it is a party has been duly executed by such Purchaser, and when
delivered by such Purchaser in accordance with the terms hereof, will constitute the valid
and legally binding obligation of such Purchaser, enforceable against it in accordance with
its terms, except (i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable remedies



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and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.




     (b) Investment Intent. Such Purchaser understands that the Shares are
“restricted securities” and have not been registered under the Securities Act or any
applicable state securities law and is acquiring the Shares as principal for its own
account and not with a view to or for distributing or reselling such Shares or any part
thereof, has no present intention of distributing any of such Shares and has no arrangement
or understanding with any other persons regarding the distribution of such Shares (this
representation and warranty not limiting such Purchaser’s right to sell the Shares pursuant
to the Registration Statement or otherwise in compliance with applicable federal and state
securities laws). Such Purchaser is acquiring the Shares hereunder in the ordinary course
of its business. Such Purchaser does not have any agreement or understanding, directly or
indirectly, with any Person to distribute any of the Shares.




     (c) Purchaser Status. At the time such Purchaser was offered the Shares, it
was, and at the date hereof it is either: (i) an “accredited investor” as defined in Rule
501 under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule
144A(a) under the Securities Act. Such Purchaser is not required to be registered as a
broker-dealer under Section 15 of the Exchange Act.




     (d) Experience of Such Purchaser. Such Purchaser, either alone or together
with its representatives, has such knowledge, sophistication and experience in business and
financial matters so as to be capable of evaluating the merits and risks of the prospective
investment in the Shares, and has so evaluated the merits and risks of such investment.
Such Purchaser is able to bear the economic risk of an investment in the Shares and, at the
present time, is able to afford a complete loss of such investment.




     (e) General Solicitation. Such Purchaser is not purchasing the Shares as a
result of any advertisement, article, notice or other communication regarding the Shares
published in any newspaper, magazine or similar media or broadcast over television or radio
or presented at any seminar or any other general solicitation or general advertisement.




     (f) Knowledge of Such Purchaser. Such Purchaser agrees and acknowledges that
at the time such Purchaser was offered the Shares, they were not in possession of material
non-public information.



     The Company acknowledges and agrees that each Purchaser does not make or has not made any
representations or warranties with respect to the transactions contemplated hereby other than those
specifically set forth in this Section 3.2.



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ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES




     4.1 Transfer Restrictions.




     (a) The Shares may only be disposed of in compliance with state and federal securities
laws. In connection with any transfer of Shares other than pursuant to an effective
registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in
connection with a pledge as contemplated in Section 4.1(b), the Company may require the
transferor thereof to provide to the Company an opinion of counsel selected by the
transferor and reasonably acceptable to the Company, the form and substance of which
opinion and shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred Shares under the Securities Act.
As a condition of transfer, any such transferee shall agree in writing to be bound by the
terms of this Agreement and shall have the rights of a Purchaser under this Agreement.




     (b) The Purchasers agree to the imprinting, so long as is required by this Section
4.1(b), of a legend on any of the Shares in the following form:




THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.



     4.2 Integration. The Company shall not sell, offer for sale or solicit offers to buy or
otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that
would be integrated with the offer or sale of the Shares in a manner that would require the
registration under the Securities Act of the sale of the Shares to the Purchasers or that would be
integrated with the offer or sale of the Shares for purposes of the rules and regulations of the
American Stock Exchange such that it would require shareholder approval prior to the closing of
such other transaction unless shareholder approval is obtained before the closing of such
subsequent transaction.



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     4.3 Shareholders Rights Plan. No claim will be made or enforced by the Company or, to
the knowledge of the Company, any other Person that any Purchaser is an “Acquiring Person” under
any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the
Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or
arrangement, by virtue of receiving Shares under the Transaction Documents or under any other
agreement between the Company and the Purchasers. The Company shall conduct its business in a
manner so that it will not become subject to the Investment Company Act.



     4.4 Reservation of Common Stock. As of the date hereof, the Company has reserved and
the Company shall continue to reserve and keep available at all times, free of preemptive rights, a
sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares
pursuant to this Agreement.



     4.5 Listing of Common Stock. The Company hereby agrees to maintain the listing of the
Common Stock on the American Stock Exchange, and as soon as reasonably practicable following the
Closing (but not later than the earlier of the Effective Date and the first anniversary of the
Closing Date) to list all of the Shares on the American Stock Exchange. The Company will take all
action reasonably necessary to continue the listing and trading of its Common Stock on the American
Stock Exchange and will comply in all respects with the Company’s reporting, filing and other
obligations under the bylaws or rules of the American Stock Exchange.



ARTICLE V.

MISCELLANEOUS




     5.1 Fees and Expenses. Each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of this Agreement.



     5.2 Entire Agreement. The Transaction Documents, together with the exhibits and
schedules thereto, contain the entire understanding of the parties with respect to the subject
matter hereof and supersede all prior agreements and understandings, oral or
written, with respect to such matters, which the parties acknowledge have been merged into
such documents, exhibits and schedules.



     5.3 Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given and effective on
the earliest of (a) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number set forth on the signature pages attached hereto prior to 6:30
p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the facsimile number
set forth on the signature pages attached hereto on a day that is not a Trading Day or later than
6:30 p.m. (New York City time) on any Trading Day, (c) the second Trading Day following the date of
mailing, if sent by U.S. nationally recognized overnight courier service, or (d)



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upon actual
receipt by the party to whom such notice is required to be given. The address for such notices and
communications shall be as set forth on the signature pages attached hereto.




     5.4 Amendments; Waivers. No provision of this Agreement may be waived or amended
except in a written instrument signed, in the case of an amendment, by the Company and each
Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver is
sought. No waiver of any default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or
omission of either party to exercise any right hereunder in any manner impair the exercise of any
such right.



     5.5 Construction. The headings herein are for convenience only, do not constitute a
part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.
The language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied against any party.



     5.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit
of the parties and their successors and permitted assigns. The Company may not assign this
Agreement or any rights or obligations hereunder without the prior written consent of each
Purchaser. Any Purchaser may assign any or all of its rights under this Agreement to any Person to
whom such Purchaser assigns or transfers any Shares, provided such transferee agrees in writing to
be bound, with respect to the transferred Shares, by the provisions hereof that apply to the
“Purchasers”.



     5.7 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the
parties hereto and their respective successors and permitted assigns and is not for the benefit of,
nor may any provision hereof be enforced by, any other Person.



     5.8 Governing Law. All questions concerning the construction, validity, enforcement
and interpretation of the Transaction Documents shall be governed by and construed and enforced in
accordance with the internal laws of the State of California, without regard to the principles of
conflicts of law thereof.



     5.9 Survival. The representations and warranties herein shall survive the Closing and
delivery of the Shares.



     5.10 Execution. This Agreement may be executed in two or more counterparts, all of
which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature
is delivered by facsimile transmission, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and
effect as if such facsimile signature page were an original thereof.



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     5.11 Severability. If any provision of this Agreement is held to be invalid or
unenforceable in any respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon
so agreeing, shall incorporate such substitute provision in this Agreement.



(Signature Page Follows)




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     IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be
duly executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 	 	 
	US DATAWORKS, INC.	 	 	 	 Address for Notice: 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Charles E. Ramey
 

Name: Charles E. Ramey
	 	 
	 	One Sugar Creek Blvd, 5th Floor

Sugar Land, TX 77478
	 

	 	Title: Chief Executive Officer
	 	 	 	tel.: (281) 504-8100
	 

	 	 	 	 	 	fax: (281) 504-8101
	With a copy to (which shall not constitute notice):	 	Pillsbury Winthrop Shaw Pittman LLP
	 

	 	 	 	 	 	2475 Hanover Street
	 

	 	 	 	 	 	Palo Alto, CA 94304
	 

	 	 	 	 	 	tel.: (650) 233-4780
	 

	 	 	 	 	 	fax: (650) 233-4545
	 

	 	 	 	 	 	attn: Richard S. Bebb






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[PURCHASER SIGNATURE PAGES TO UDW SECURITIES PURCHASE AGREEMENT]




     IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly
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