exv10w1



 





Exhibit 10.1



Stock Purchase Agreement


Between

Hyundai Syscomm Corp.

And

US Dataworks, Inc.


Dated December 29, 2006



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Stock Purchase Agreement




     This Stock Purchase Agreement (this “Agreement”) is dated as of December 29, 2006, by and
between



     Hyundai Syscomm Corp., a California corporation with a place of business at 1065 East
Hillsdale Boulevard, Suite 247, Foster City, California 94404 (“Hyundai”), and



     US Dataworks, Inc., a Nevada corporation with a place of business at 5301 Hollister Road,
Suite 250, Houston, Texas 77040 (“UDW”).



     WHEREAS, Hyundai or an affiliate of Hyundai (“HYUNDAI”) manufactures automated teller
machines/teller-less kiosks (the “Machines”); and



     WHEREAS, UDW has developed and owns proprietary payment processing software (the “UDW
Software”); and



     WHEREAS, HYUNDAI and UDW believe that the UDW Software and other software identified by
HYUNDAI for integration with the UDW Software (the “Other Software”, and together with the UDW
Software, the “Enhanced Machine Software”) can be integrated with the Machines to make the Machines
incorporating the Enhanced Machine Software (the “Enhanced Machines”) possess enhanced
functionality and have greater value; and



     WHEREAS, UDW and Hyundai are executing and delivering a Software Integration and Resale
Agreement, substantially in the form attached hereto as Exhibit A (the “SI&R Agreement”),
dated as of the date hereof, pursuant to which, among other things: (i) UDW agrees at its own
expense to integrate the Enhanced Machine Software into the Machines; (ii) UDW agrees to use its
best efforts to resell and lease to customers in North America and India (the “UDW Territory”)
Machines and Enhanced Machines having an aggregate resale value of at least Twenty Five Million
($25,000,000)(such amount, the “Minimum Revenues”) on or prior to March 31, 2008; (iii) UDW will
have the exclusive right to sell Enhanced Machines in the UDW Territory; (iv) Hyundai will install
the Machines and the Enhanced Machines resold and leased by UDW in the UDW Territory and provide
maintenance for such Machines and Enhanced Machines; (v) UDW will provide maintenance for the
Enhanced Machine Software; and (vi) HYUNDAI will have the exclusive right to sell, lease and
maintain Machines and Enhanced Machines in all countries of the world outside of North America and
India (the “Hyundai Territory”), with UDW providing maintenance support of the Enhanced Machine
Software for an agreed maintenance fee (to be determined); and



     WHEREAS, the aforementioned Minimum Revenues of $25,000,000 are based upon a presumed
gross profit of not less than Thirty-Five Percent (35%) of the retail value for the Machines and
Enhanced Machines resold and leased by



 









 







UDW. For this Agreement, Gross Profits (“Gross Profits”) shall mean the sum of: (i) actual
retail purchase price paid, less the Parties’ cost of goods sold (not to exceed 35% in any
instance) recognized by UDW from the sale of Machines and Enhanced Machines by UDW in the UDW
Territory, and (ii) actual lease revenues paid, less the Parties’ financing cost of the acquiring
the Machines and the Enhanced Machines that are placed on lease recognized by UDW from the lease of
Machines and Enhanced Machines by UDW in the UDW Territory.



     WHEREAS, Hyundai wishes to acquire up to Thirty-Nine And Nine-Tenths Percent (39.9%) of the
outstanding shares of Common Stock (“Common Stock”) of UDW and UDW is willing to sell Hyundai up to
Thirty-Nine And Nine-Tenths Percent (39.9%) of the outstanding shares of Common Stock upon the
terms and subject to the conditions set forth in this Agreement; and



     WHEREAS, the shares of UDW’s Common Stock to be delivered to the Escrow Agent referred to
below or to Hyundai as Warrant Shares referred to below shall be evidenced by stock certificates
registered in the name of Hyundai that bear a bear a restrictive legend (the “Legend”) that
indicates that the shares evidenced thereby (i) have not been registered under the Securities
Act of 1933 (the “Securities Act”), (ii) are subject to a voting agreement as set forth herein, and
(iii) are subject to a certain Minimum Revenue Adjustment as set forth herein; and



     WHEREAS, Six Million One Hundred Thousand (6,100,000) shares of UDW’s Common Stock (the
“Escrow Shares”) are being delivered to Hirshfield Law, a mutually acceptable third party escrow
agent (the “Escrow Agent”), under an escrow agreement (substantially in the form attached hereto as
Exhibit B), to be executed as of the date of this Agreement among UDW, Hyundai and the
Escrow Agent (the “Escrow Agreement”), subject to the terms and conditions of the Escrow Agreement;
and



     WHEREAS, the purchase price of the Escrow Shares is One Million Five Hundred Thousand Dollars
($1,500,000) (equal to $0.2459 per share) and such purchase price will be deposited by Hyundai with
the Escrow Agent in accordance with the Escrow Agreement; and



     WHEREAS, the Escrow Shares are duly authorized newly issued shares of Common Stock of UDW and
are evidenced by thirteen (13) stock certificates (the “Escrow Certificates”), twelve (12) of which
each evidence Five Hundred Thousand (500,000) of the Escrow Shares and one (1) of which evidences
One Hundred Thousand (100,000) of the Escrow Shares; and



     WHEREAS, in order to facilitate Hyundai’s ability to sell Enhanced Machines in the Hyundai
Territory, Hyundai shall be permitted to set up new entities in each country in the Hyundai
Territory that use the name



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Hyundai UDW or a name incorporating both such names. Hyundai shall be the sole owner of each
such entity and Hyundai’s only obligation to UDW for incorporating UDW’s name into any such entity
is, inter alia, to pay UDW a royalty (to be determined later) for the use of UDW’s name, the
incorporation of the UDW Software and the UDW transaction fee (where applicable)in the Enhanced
Machines sold in the Hyundai Territory; and



     WHEREAS, in order to permit Hyundai to become and remain a Thirty-Nine and Nine-Tenths Percent
(39.9%) holder of UDW Common Stock: (i) Hyundai and UDW have agreed to compensate Hyundai for a
portion of the Gross Profits; and (ii) UDW is issuing and delivering to Hyundai a warrant dated the
date hereof (the “Warrant”), substantially in the form attached hereto as Exhibit C; and



     WHEREAS, Hyundai will not be able to exercise the Warrant for the purchase of any UDW Common
Stock shares issuable under the Warrant (“Warrant Shares”) unless and until such Warrant is
approved by the UDW shareholders; and



     WHEREAS, the Warrant will expire on the tenth (10th) anniversary of its date and
cover a number of shares that will permit Hyundai to achieve and maintain a Thirty-Nine And
Nine-Tenths Percent (39.9%) ownership interest in UDW Common Stock, provided that UDW is able
to recognize adequate levels of Gross Profits; and



     WHEREAS, the Warrant shall contain a cashless exercise feature; and




     WHEREAS, the Warrant will vest and become exercisable, in accordance with its terms, as
Hyundai is credited with its proportion of the Gross Profit; and



     WHEREAS, the formula UDW and Hyundai have agreed on provides UDW with Fifty Percent (50%) of
Gross Profits and to provide Hyundai with a credit for the remaining Fifty Percent (50%) of such
Gross Profits, except as otherwise modified as provided herein; and



     WHEREAS, UDW and Hyundai have agreed that Hyundai may, at its election, take its proportion of
the Gross Profits in the form of cash and/or Warrant Shares; and



     WHEREAS, the Warrant Shares, when issued upon exercise of the Warrant, will be duly authorized
newly issued shares of UDW Common Stock issued to or upon the direction of Hyundai; and



     WHEREAS, in the event the Minimum Revenues are not recognized by UDW by March 31, 2008,
Hyundai shall pay UDW a Minimum Revenues



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Adjustment (as such term is defined in Section 7.4, herein) over and above the purchase price
it paid for the Escrow Shares, such Minimum Revenues Adjustment to be paid at Hyundai’s option in
cash or in shares of UDW Common Stock valued at the Adjustment Price Per Share (as such term is
defined in Section 7.4); and



     WHEREAS, UDW and Hyundai are executing and delivering a registration rights agreement,
substantially in the form attached hereto as Exhibit D (the “Registration Rights
Agreement”), dated as of the date hereof, pursuant to which, among other things, UDW has agreed to
register for resale under the Securities Act the Escrow Shares and the Warrant Shares; and



     WHEREAS, Hyundai will execute and deliver to UDW a proxy (the “Voting Agreement”),
substantially in the form attached hereto as Exhibit E, for the voting of all Escrow Shares
and Warrant Shares owned or controlled by Hyundai; and



     WHEREAS, the issuance and delivery of the Escrow Shares to the Escrow Agent, the execution and
delivery of this Agreement, the SI&R Agreement, the Warrant, the Voting Agreement and the
Registration Rights Agreement are to take place at a closing (the “Closing”) to be held by
telephone pursuant to Article 1 of this Agreement; and



     WHEREAS, UDW and Hyundai (collectively, the “Parties” and sometimes individually, a “Party”)
desire to execute and deliver this Agreement and the related documentation specifically
contemplated hereby (collectively, the “Transaction Documents”); and



     WHEREAS, the Parties desire to make certain representations, warranties, and agreements in
connection with the transactions contemplated hereby (the “Transaction”);



     NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations,
warranties, covenants, and agreements contained herein, the adequacy and legal sufficiency of which
are hereby acknowledged, the Parties hereby agree as follows:



ARTICLE 1

THE CLOSING




     1.1 The Closing. The Closing will take place on the date of this Agreement (the
“Closing Date”). The Closing will be held by telephone, at which time the documents and
instruments necessary or appropriate to effect the transactions contemplated herein to occur at the
Closing will be exchanged by email or facsimile transmission, with original counterparts to follow
by next business day courier delivery. Except



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as otherwise provided herein, all actions taken at the Closing will be deemed to be taken
simultaneously.



     1.2 Indemnification Agreements. As a condition concurrent to the Closing, among other
such conditions that are set forth in Sections 5 and 6 hereof:(i) UDW shall execute and deliver
the indemnification agreement, substantially in the form attached hereto as Exhibit F (the
“UDW Indemnification Agreement”) that is referenced in Section 5.4(b) hereof and deposited the same
into escrow for delivery to Hyundai; and (ii) Hyundai shall have executed and delivered the
indemnification agreement, substantially in the form attached hereto as Exhibit G (the
“Hyundai Indemnification Agreement”), that is referenced in Section 6.4(b) hereof and deposited the
same into escrow for delivery to UDW.



     1.3 Escrow Agreement, Escrow Shares and Purchase Money.



          1.3.1 At the Closing, or as soon thereafter as the Escrow Agent shall receive the Purchase
Money, UDW shall deliver or cause to be delivered to the Escrow Agent Six Million One Hundred
Thousand (6,100,000) shares of Common Stock, as evidenced by the Escrow Certificates, registered in
the name of Hyundai. The thirteen (13) Escrow Certificates shall consist of twelve (12)
certificates evidencing Five Hundred Thousand (500,000) Escrow Shares and one (1) Escrow
Certificate evidencing One Hundred Thousand (100,000) Escrow Shares. Each of the Escrow
Certificates shall bear the Legend.




          1.3.2 Hyundai shall deposit One Million Five Hundred Thousand Dollars ($1,500,000) (the
“Purchase Money”) with the Escrow Agent, in accordance with the Escrow Agreement.




          1.3.3 At the Closing or as soon thereafter as the Escrow Agent shall receive the Purchase
Money, the Escrow Agent shall release the Escrow Shares, in accordance with the Escrow Agreement.




          1.3.4 At the Closing or as soon thereafter as the Escrow Agent shall receive the Purchase
Money, the Escrow Agent shall wire transfer the Purchase Money to or upon the order of UDW,
pursuant to the wire transfer instructions set forth on Annex 1.3.4 hereto.




     1.4 Delivery of the Warrant. At the Closing, UDW shall deliver or cause to be
delivered to Hyundai the Warrant, substantially in the form attached hereto as Exhibit C.



     1.5 Registration Rights Agreement. At the Closing, UDW and Hyundai shall execute and
deliver to each other the Registration Rights Agreement substantially in the form attached hereto
as Exhibit D.



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     1.6 Voting Agreement. At the Closing, Hyundai shall execute and deliver to UDW the
Voting Agreement, substantially in the form attached hereto as Exhibit E.



     1.7 Shareholders’ Rights Agreement. Immediately prior to the Closing, UDW shall
waive its rights to purchase shares of UDW Common Stock in accordance with its Shareholders’ Rights
Agreement, as set forth in the Shareholders’ Rights Agreement Amendment, substantially in the form
attached hereto as Exhibit H.



     1.8 The SI&R Agreement. At the Closing, UDW and Hyundai shall execute and deliver to
each other the SI&R Agreement substantially in the form attached hereto as Exhibit A.



ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF UDW




     Except as set forth in the UDW disclosure schedule (the “Disclosure Schedule”); it being
understood that information disclosed on the Disclosure Schedule as an exception to a specific
representation and warranty shall be deemed to be an exception to any other representation and
warranty to the extent that it is reasonably clear from the context of such section of the Company
Disclosure Schedule that the information disclosed therein relates to such other representation and
warranty), the Company represents and warrants to Parent and Sub as follows:



     2.1 Disclosure Schedule. The Disclosure Schedule attached hereto as Annex
2.1 is divided into sections that correspond to the sections of this Agreement.



     2.2 Corporate Organization, etc. UDW is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada with the requisite corporate
power and authority to carry on its business as it is now being conducted and to own, operate and
lease its properties and assets, is duly qualified or licensed to do business as a foreign
corporation in good standing in the State of Texas and in every other jurisdiction in which the
character or location of the properties and assets owned, leased or operated by it or the conduct
of its business requires such qualification or licensing, except in such jurisdictions in which the
failure to be so qualified or licensed and in good standing would not, individually or in the
aggregate, have a Material Adverse Effect (as such term is defined in Section 8.13 hereof) on UDW.
The Disclosure Schedule contains a list of all jurisdictions in which UDW is qualified or licensed
to do business and includes complete and correct copies of UDW’s Articles of Incorporation and
bylaws.



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     2.3 Capitalization. The authorized capital securities of UDW are set forth in the
Disclosure Schedule. The shares of Common Stock (“UDW Common Stock”) and Preferred Stock (“UDW
Preferred Stock”) of UDW outstanding, as of the date of this Agreement and as set forth in the
Disclosure Schedule, represent all of the issued and outstanding capital stock of UDW. All issued
and outstanding shares of UDW Common Stock and UDW Preferred Stock are duly authorized, validly
issued, fully paid and nonassessable and are without, and were not issued in violation of,
preemptive rights. Other than as set forth in the Disclosure Schedule, there are no other equity
securities of UDW outstanding or any securities convertible into or exchangeable for such
interests, securities or rights (“Derivative Securities”). Other than as set forth on the
Disclosure Schedule and pursuant to this Agreement, there is no subscription, option, warrant,
call, right, contract, agreement, commitment, understanding or arrangement to which UDW is a party,
or by which it is bound, with respect to the issuance, sale, delivery or transfer of the capital
securities of UDW, including any right of conversion or exchange under any security or other
instrument. The Disclosure Statement sets forth a complete list of all subsidiaries of UDW and the
Articles of Incorporation and By-laws of each such subsidiary.



     2.4 Authorization. UDW has all requisite power and authority to enter into, execute,
deliver, and perform its obligations under this Agreement and the Transaction Documents. This
Agreement and the Transaction Documents have been duly and validly executed and delivered by UDW
and are the valid and binding legal obligations of UDW enforceable against UDW in accordance with
their respective terms, subject to bankruptcy, moratorium, principles of equity and other
limitations limiting the rights of creditors generally.



     2.5 Non-Contravention Except as set forth in the Disclosure Schedule, neither the
execution, delivery and performance of this Agreement and the Transaction Documents, nor the
consummation of the transactions contemplated herein or in the Transaction Documents will:



          (a) violate, contravene or be in conflict with any provision of the Articles of Incorporation
or By-laws of UDW or any subsidiary of UDW (“Subsidiary”) in any material respect;




          (b) be in conflict with, or constitute a default, however defined (or an event which, with
the giving of due notice or lapse of time, or both, would constitute such a default), under, or
cause or permit the acceleration of the maturity of, or give rise to any right of termination,
cancellation, imposition of fees or penalties under any debt, note, bond, lease, mortgage,
indenture, license, obligation, contract, commitment, franchise, permit, instrument or other
agreement or obligation to which UDW or any Subsidiary is a party or by which UDW




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or any Subsidiary or any of their respective properties or assets is or may be bound;




          (c) result in the creation or imposition of any material pledge, lien, security interest,
restriction, option, claim or charge of any kind whatsoever (“Encumbrances”) upon any property or
assets of UDW or any Subsidiary under any debt, obligation, contract, agreement or commitment to
which UDW or any Subsidiary is a party or by which UDW or any Subsidiary of any of their respective
assets or properties are bound; or




          (d) to UDW’s knowledge, materially violate any statute, treaty, law, judgment, writ,
injunction, decision, decree, order, regulation, ordinance or other similar authoritative matters
(referred to herein individually as a “Law” and collectively as “Laws”) of any foreign, federal,
state or local governmental or quasi-governmental, administrative, regulatory or judicial court,
department, commission, agency, board, bureau, instrumentality or other authority (referred to
herein individually as an “Authority” and collectively as “Authorities”); or




     2.6 Consents and Approvals. Except as set forth in the Disclosure Schedule, with
respect to UDW, to UDW’s knowledge, no consent, approval, order or authorization of or from, or
registration, notification, declaration or filing with (“Consent”) any individual or entity,
including without limitation any Authority, is required in connection with the execution, delivery
or performance of this Agreement and the Transaction Documents by UDW or the consummation by UDW of
the transactions contemplated herein and therein.



     2.7 Commission Filings; Financial Statements. (a) UDW has made available to Hyundai
accurate and complete copies (including copies of exhibits) of each report, registration statement
and definitive proxy and information statements filed by UDW with the Commission (collectively,
with all information incorporated by reference therein or deemed to be incorporated by reference
therein, “UDW Commission Documents”). All statements, reports, schedules, forms and other
documents required to have been filed by UDW with the Commission have been so filed on a timely
basis. As of the time it was filed with the Commission (or, if amended or superseded by a filing
prior to the date of this Agreement, then on the date of such filing): (i) each UDW Commission
Document complied in all material respects with the applicable requirements of the Securities Act
or the Securities Exchange Act of 1934 (the “Exchange Act”); and (ii) no UDW Commission Document
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 the light of the
circumstances under which they were made, not misleading.



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     (b) The financial statements contained in the UDW Commission Documents: (i) complied as to
form in all material respects with the published rules and regulations of the Commission applicable
thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the
periods covered (except as may be indicated in the notes to such financial statements and, in the
case of unaudited statements, as permitted by Form 10-QSB of the Commission); and (iii) fairly
present, in all material respects, the consolidated financial position of UDW and its consolidated
subsidiaries as of the respective dates thereof and the consolidated results of operations of UDW
and its consolidated subsidiaries for the periods covered thereby. All adjustments considered
necessary for a fair presentation of the financial statements have been included.



     2.8 Absence of Undisclosed Liabilities. UDW does not have any liabilities,
obligations or claims of any kind whatsoever, whether secured or unsecured, accrued or unaccrued,
fixed or contingent, matured or unmatured, known or unknown, direct or indirect, contingent or
otherwise and whether due or to become due (referred to herein individually as a “Liability” and
collectively as “Liabilities”), other than: (a) Liabilities that are fully reflected or reserved
for in the consolidated balance sheet as at March 31, 2006 included in UDW’s Form 10-KSB, or in the
consolidated balance sheet as at September 30, 2006 included in UDW’s Form 10-QSB, filed with the
Commission; or (b) Liabilities that are set forth on the Disclosure Schedule.



     2.9 Absence of Certain Changes. UDW has owned and operated its assets, properties
and business in the ordinary course of business and consistent with past practice. Without
limiting the generality of the foregoing, UDW has not experienced any change that has had or could
reasonably be expected to have a Material Adverse Effect on UDW.



     2.10 Litigation. Except as disclosed in the Disclosure Schedule, there is no legal,
administrative, arbitration, or other proceeding, suit, claim or action of any nature or
investigation, review or audit of any kind, or any judgment, decree, decision, injunction, writ or
order pending, noticed, scheduled, or, to the knowledge of UDW, threatened or contemplated by or
against or involving UDW, its assets, properties or business or its directors, officers, agents or
employees (but only in their capacity as such), whether at law or in equity, before or by any
person or entity or Authority, or which questions or challenges the validity of this Agreement or
any action taken or to be taken by the Parties hereto pursuant to this Agreement or in connection
with the transactions contemplated herein.



     2.11 Contracts and Commitments; No Default. Except as disclosed in Disclosure
Schedule, UDW is not in material breach, violation or



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default, in the performance of any of its obligations under any UDW Contract, and no facts and
circumstances exist which, whether with the giving of due notice, lapse of time, or both, would
constitute such breach, violation or default thereunder or thereof, and, to the knowledge of UDW,
no other parties thereto are in a material breach, violation or default thereunder or thereof, and
no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or
both, would constitute such a material breach, violation or default thereunder or thereof.



     2.12 No Broker or Finder. Neither UDW nor, to the knowledge of UDW, any of its
directors, officers or employees, has employed any broker, finder, investment banker or financial
advisor or incurred any liability for any brokerage fee or commission, finder’s fee or financial
advisory fee, in connection with the Transaction contemplated hereby, nor is there any basis known
to UDW for any such fee or commission to be claimed by any person or entity.



     No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or
commission in connection with the Transaction based upon arrangements made by or on behalf of UDW.



     2.13 Intercompany And Affiliate Transactions; Insider Interests. There are no
material transactions, agreements or arrangements of any kind, direct or indirect, between UDW, on
the one hand, and any director, officer, employee, stockholder, or affiliate of UDW, on the other
hand currently in effect, not already disclosed through UDW’s public filings with the SEC and
identified on the Disclosure by reference.



     2.14 Compliance with Law; Permits and Other Operating Rights. To the knowledge of
UDW, except as set forth in the Disclosure Schedule, the properties, business and operations of UDW
are and have been in compliance in all respects with all Laws applicable to UDW’s assets,
properties, business and operations, except where the failure to comply would not have a Material
Adverse Effect. UDW possesses all material permits, licenses and other authorizations from all
Authorities necessary to permit it to operate its business in the manner in which it presently is
conducted and the consummation of the transactions contemplated by this Agreement will not prevent
UDW from being able to continue to use such permits and operating rights. UDW has not received
notice of any violation of any such applicable Law, and is not in default with respect to any
order, writ, judgment, award, injunction or decree of any Authority.



     2.15 Books and Records. The books of account, minute books, stock record books, and
other material records of UDW, all of which have been made available to Hyundai, are complete and
correct in all



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material respects and have been maintained in accordance with reasonable business practices.
The minute books of UDW contain accurate and complete records of all formal meetings held of, and
corporate action taken by, the directors and officers and committees of the board of directors of
UDW. At the Closing, all of those books and records will be in the possession of UDW.



     2.16 Business Generally; Accuracy of Information. No representation or warranty made
by UDW in this Agreement, the Disclosure Schedule, or in any document, agreement or certificate
furnished or to be furnished to Hyundai at the Closing by or on behalf of UDW in connection with
the Transaction contains or will contain any untrue statement of material fact or omit or will omit
to state any material fact necessary in order to make the statements herein or therein not
misleading in light of the circumstances in which they are made, and all of the foregoing
completely and correctly present the information required or purported to be set forth herein or
therein.



     2.17 Gross Profitability. UDW represents and warrants that the Gross Profits to be
recognize from the sale of the UDW Software and other professional services rendered by UDW shall
not be less than Thirty-Five Percent (35%) of the actual resale value.



ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF Hyundai




     Hyundai represents and warrants to UDW as follows:



     3.1 Authorization and Power. Hyundai has all power and authority to enter into this
Agreement and the Transaction Documents and to carry out the transactions contemplated herein and
therein. Hyundai has taken all action required by law or otherwise to authorize the execution,
delivery and performance of this Agreement and the Transaction Documents and the consummation of
the transactions contemplated herein and therein. This Agreement and the Transaction Documents are
the valid and binding legal obligations of Hyundai enforceable against Hyundai in accordance with
their respective terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or similar laws that affect creditors’ rights generally.



     3.2 Non-Contravention. Neither the execution, delivery and performance of this
Agreement and the Transaction Documents nor the consummation of the Transaction will:



     (a) be in conflict with, or constitute a default, however defined (or an event which, with
the giving of due notice or lapse of time, or



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both, would constitute such a default), under any agreement to which Hyundai is a party; or




     (b) violate any Law of any Authority.



     3.3 Consents and Approvals. Except for the filing with the Commission of an Initial
Statement of beneficial Ownership on Form 3 and a Schedule 13D, no Consent is required by any
person or entity, including without limitation any Authority, in connection with the execution,
delivery and performance by Hyundai, or the consummation of the transactions contemplated herein,
other than any Consent which, if not made or obtained, will not, individually or in the aggregate,
have a Material Adverse Effect on the business of Hyundai.



     3.4 Litigation. There is no legal, administrative, arbitration, or other proceeding,
suit, claim or action of any nature or investigation, review or audit of any kind, or any judgment,
decree, decision, injunction, writ or order pending, noticed, scheduled, or, to the knowledge of
Hyundai, threatened or contemplated by or against or involving Hyundai, its assets, properties or
business, whether at law or in equity, before or by any person or entity or Authority, or which
questions or challenges the validity of this Agreement or any action taken or to be taken by the
Parties hereto pursuant to this Agreement and the Transaction Documents or in connection with the
Transaction.



     3.5 No Broker or Finder. No broker, finder or investment banker is entitled to any
brokerage, finder’s or other fee or commission payable by UDW in connection with the Transaction
based upon arrangements made by or on behalf of Hyundai.



     3.6 Accredited Investor Status. Hyundai is an “accredited investor” as such term is defined
in Rule 501 of Regulation D promulgated by the Commission under the Securities Act.



     3.7 Access to UDW Information. Hyundai has had the opportunity to examine UDW Commission
Documents and the Disclosure Schedule and to obtain additional information concerning UDW from UDW.



     3.8 Restricted Securities. Hyundai understands that the stock certificates representing the
Escrow Shares bear the Legend and that, when issued, the Warrant Shares will also bear the Legend.



     3.9 Gross Profitability. Hyundai represents and warrants that the Gross Profits to be
recognize from the resale of the Machines and Enhanced Machines shall not be less than Thirty-Five
Percent (35%) of the actual resale value.



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ARTICLE 4

COVENANTS OF THE PARTIES




     4.1 Filings; Consents. The Parties agree to take or cause to be taken all actions
and do or cause to be done all things necessary, proper or advisable under applicable Laws to
consummate and make effective, as soon as reasonably practicable, the Transaction, including
without limitation obtaining all Consents of any person or entity, whether private or governmental,
required in connection with the consummation of the transactions contemplated herein. In
furtherance, and not in limitation of the foregoing, it is the intent of the Parties to consummate
the Transaction at the earliest practicable time, and they respectively agree to exert commercially
reasonable efforts to that end, including without limitation: (i) the removal or satisfaction, if
possible, of any objections to the validity or legality of the Transaction; and (ii) the
satisfaction of the conditions to consummation of the Transactions.



     4.2 Further Assurances; Cooperation; Notification. Each of the Parties hereto will,
at and after Closing, execute and deliver such instruments and take such other actions as the other
Party may reasonably require in order to carry out the intent of this Agreement and the Transaction
Documents.



     4.3 Public Announcements. Neither of the Parties hereto will make any public
announcement with respect to the Transaction without the prior written consent of the other Party,
which consent will not be unreasonably withheld or delayed; provided, however, that either of the
Parties hereto may at any time make any announcements that are required by applicable Law so long
as the Party so required to make an announcement promptly upon learning of such requirement
notifies the other Party of such requirement and discusses with the other Party in good faith the
exact proposed wording of any such announcement.



     4.4 Satisfaction of Conditions Concurrent. Each Party will use commercially
reasonable efforts to satisfy or cause to be satisfied all the conditions concurrent that are
applicable to them, and to cause the Transaction to be consummated, and, without limiting the
generality of the foregoing, to obtain all material consents and authorizations of third parties
and to make filings with, and give all notices to, third parties that may be necessary or
reasonably required in order to effect the Transaction.



     4.5 Time is of the Essence. The Parties agree that time is of the essence and
therefore will take or cause to be taken all actions and do or cause to be done all things
necessary, proper or advisable under applicable Laws to consummate and make effective this
Transaction as soon as reasonably practicable.



©2006 Hyundai Syscomm Corp. Stock Purchase Agreement with US Dataworks, Inc.

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ARTICLE 5

CONDITIONS TO THE OBLIGATIONS OF HYUNDAI




     Notwithstanding any other provision of this Agreement to the contrary, the obligation of
Hyundai to effect the Transaction is subject to the satisfaction at the Closing, or waiver by
Hyundai, of each of the following conditions:



     5.1 Representations and Warranties. The representations and warranties of UDW
contained in this Agreement and the Transaction Documents, including without limitation in the
Disclosure Schedule delivered to UDW as Annex 2.1, are true, complete and accurate in all material
respects as of the date when made and at and as of the Closing Date as though such representations
and warranties were made at and as of such time, except for changes specifically permitted or
contemplated by this Agreement, and except insofar as the representations and warranties relate
expressly and solely to a particular date or period, in which case they will be true and correct at
the Closing with respect to such date or period.



     5.2 Performance. UDW will have performed and complied in all material respects with
all agreements, covenants, obligations and conditions required by this Agreement and the
Transaction Documents to be performed or complied with by UDW on the Closing.



     5.3 Required Approvals and Consents.



          5.3.1 All action required by Law to authorize the execution, delivery and performance of this
Agreement and the Transaction Documents and the consummation of the Transaction will have been duly
and validly taken.




          5.3.2 All Consents of or from all Authorities required hereunder to consummate the
Transaction will have been delivered, made or obtained, and Hyundai will have received copies
thereof.




     5.4 Agreements and Documents. Hyundai will have received the following agreements and
documents, each of which will be in full force and effect:



          5.4.1 a certificate executed by UDW confirming that the conditions set forth in Sections 5.1,
5.2, 5.3, 5.5, 5.6, 5.7 and 5.8 have been duly satisfied.




          5.4.2 the duly executed and delivered SI&R Agreement that is attached hereto as Exhibit
A and incorporated herein by reference.




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          5.4.3 the duly executed and delivered Escrow Agreement that is attached hereto as Exhibit
B and incorporated herein by reference.




          5.4.4 the duly executed and delivered Warrant that is attached hereto as Exhibit C and
incorporated herein by reference.




          5.4.5 the duly executed and delivered Registration Rights Agreement that is attached hereto as
Exhibit D and incorporated herein by reference.




          5.4.6 the duly executed and delivered Voting Agreement that is attached hereto as Exhibit
E and incorporated herein by reference.




          5.4.7 the duly executed and delivered UDW Indemnity Agreement that is attached hereto as
Exhibit F and incorporated herein by reference.




          5.4.8 the duly executed and delivered Shareholders’ Rights Agreement Amendment that is
attached hereto as Exhibit H and incorporated herein by reference.




     5.5 Adverse Changes. No material adverse change will have occurred in the business,
financial condition, prospects, assets or operations of UDW since September 30, 2006, except as set
forth in the Disclosure Schedule.



     5.6 No Proceeding or Litigation. No suit, action, investigation, inquiry or other
proceeding by any Authority or other person or entity will have been instituted or threatened which
delays or questions the validity or legality of the Transaction or which, if successfully asserted,
would, in the reasonable judgment of Hyundai, individually or in the aggregate, otherwise have a
Material Adverse Effect on UDW’s business, financial condition, prospects, assets or operations or
prevent or delay the consummation of the Transaction.



     5.7 Legislation. No Law will have been enacted which prohibits, restricts or delays
the consummation of the Transaction or any of the conditions to the consummation of the
Transaction.



     5.8 Appropriate Documentation. Hyundai will have received, in a form and substance
reasonably satisfactory to Hyundai, dated the Closing Date, all certificates and other documents,
instruments and writings to evidence the fulfillment of the conditions set forth in this Article 5
as Hyundai may reasonably request, along with duly executed copies of the Transaction Documents by
the Parties.



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ARTICLE 6

CONDITIONS TO OBLIGATIONS OF UDW




     Notwithstanding anything in this Agreement to the contrary, the obligation of UDW to effect
the transactions contemplated herein will be subject to the satisfaction at or prior to the Closing
of each of the following conditions:



     6.1 Representations and Warranties. The representations and warranties of Hyundai
contained in this Agreement and the Transaction Documents will be true, complete and accurate in
all material respects as of the date when made and at and as of the Closing, as though such
representations and warranties were made at and as of such time, except for changes permitted or
contemplated in this Agreement, and except insofar as the representations and warranties relate
expressly and solely to a particular date or period, in which case they will be true and correct at
the Closing with respect to such date or period.



     6.2 Performance. Hyundai will have performed and complied in all material respects
with all agreements, covenants, obligations and conditions required by this Agreement and the
Transaction Documents to be performed or complied with by Hyundai at the Closing.



     6.3 Required Approvals and Consents.



          6.3.1 All action required by Law to authorize the execution, delivery and performance of this
Agreement and the Transaction Documents and the consummation of the Transaction will have been duly
and validly taken.




          6.3.2 All Consents of or from all Authorities required hereunder to consummate the
transactions contemplated herein, will have been delivered, made or obtained, and UDW will have
received copies thereof.




     6.4 Agreements and Documents. UDW will have received the following agreements and
documents, each of which will be in full force and effect:



          6.4.1 a certificate executed by Hyundai confirming that the conditions set forth in Sections
6.1, 6.2, 6.3, 6.5, 6.6, 6.7 and 6.8 have been duly satisfied.




          6.4.2 the duly executed and delivered SI&R Agreement that is attached hereto as Exhibit
A and incorporated herein by reference.




          6.4.3 the duly executed and delivered Escrow Agreement that is attached hereto as Exhibit
B and incorporated herein by reference.




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          6.4.4 the duly executed and delivered Registration Rights Agreement that is attached hereto as
Exhibit D and incorporated herein by reference.




          6.4.5 the duly executed and delivered Voting Agreement that is attached hereto as Exhibit
E and incorporated herein by reference.




          6.4.6 the duly executed and delivered UDW Indemnity Agreement that is attached hereto as
Exhibit G and incorporated herein by reference.




     6.5 Adverse Changes. No material adverse change will have occurred in the ability of
Hyundai to perform its obligations under this Agreement.



     6.6 No Proceeding or Litigation. No suit, action, investigation, inquiry or other
proceeding by any Authority or other person or entity will have been instituted or threatened which
delays or questions the validity or legality of the Transactions or which, if successfully
asserted, would, in the reasonable judgment of UDW, individually or in the aggregate, otherwise
have a Material Adverse Effect on Hyundai’s business, financial condition, prospects, assets or
operations or prevent or delay the consummation of the transactions contemplated by this Agreement.



     6.7 Legislation. No Law will have been enacted which prohibits, restricts or delays
the consummation of the Transaction or any of the conditions to the consummation of the
Transaction.



     6.8 Appropriate Documentation. UDW will have received, in a form and substance
reasonably satisfactory to UDW, dated the Closing Date, all certificates and other documents,
instruments and writings to evidence the fulfillment of the conditions set forth in this Article 6
as UDW may reasonably request, along with duly executed copies of the Transaction Documents by the
Parties.



ARTICLE 7

CERTAIN POST-CLOSING AGREEMENTS




     7.1 Hyundai’s Use of the UDW Name in Hyundai Territory. In order to facilitate
Hyundai’s ability to sell Enhanced Machines in the Hyundai Territory, UDW hereby grants to Hyundai
a paid up license to use the UDW name in connection with establishing new entities within the
Hyundai Territory using any combination of the names Hyundai Syscomm Corp. and US Dataworks, Inc.,
or any other name acceptable to the Parties.



©2006 Hyundai Syscomm Corp. Stock Purchase Agreement with US Dataworks, Inc.

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     7.1.1 Hyundai shall be the sole owner of each such entity and Hyundai’s only
obligation to UDW for incorporating UDW’s name into any such entity is, inter alia, to pay
UDW a royalty (to be determined later) for the use of UDW’s name, the incorporation of the
UDW Software and the UDW transaction fee (where applicable) in the Enhanced Machines sold in
the Hyundai Territory.




     7.1.2 Hyundai shall be obligated to provide an explicit statement that the marks US
Dataworks® and Clearingworks® are the registered U.S. trademarks of UDW and any usage of
such marks require the express written consent of UDW. Hyundai shall provide UDW with
advance written notice of any use of UDW’s trademarks and UDW shall have the right to
monitor such use to ensure proper usage of its marks.




     7.1.3 Hyundai’s right to use the UDW name within the Hyundai Territory shall terminate
upon: (i) the termination of the SI&R Agreement, or (ii) thirty (30) days following UDW’s
notice to Hyundai of a material breach of this Section 7.1 that has remained uncured for
such 30-day period.



     7.2 Proxy for the Escrow Shares and the Warrant Shares. Hyundai agrees to provide
Charles E. Ramey, the present Chief Executive Officer of UDW, or, in the event of Mr. Ramey no
longer serving in such capacity, the successor Chief Executive Officer of UDW, with a proxy
covering all of the Escrow Shares and Warrant Shares Hyundai has the right to vote, as set forth in
the Voting Agreement, substantially in the form attached hereto as Exhibit E.



     7.3 Crediting of Gross Profits to Hyundai. As provided in the Warrant, Hyundai may,
at its election, take all or any portion of its allocation of Gross Profits in the form of cash
and/or in the form of Warrant Shares becoming exercisable under the Warrant. All Warrant Shares
shall be issued and become exercisable in accordance with the terms and conditions of the Warrant.
The Warrant shall be exercisable for a maximum number of Warrant Shares, that, when added to the
Escrow Shares, would make Hyundai an owner of up to Thirty-Nine and Nine-Tenths Percent (39.9%) of
the outstanding shares of UDW Common Stock; but in no event to exceed Fourteen Million Three
Hundred Thousand (14,300,000) shares in the aggregate. Any Warrant Shares becoming exercisable but
not issued because of the Thirty-Nine and Nine-Tenths Percent (39.9%) maximum limit, set forth in
the preceding sentence, shall be promptly issuable to Hyundai upon exercise of the Warrant upon the
increase of UDW’s outstanding shares of Common Stock so that, to the extent the Warrant is
exercised by Hyundai, Hyundai shall retain its up to Thirty-Nine and Nine-Tenths Percent (39.9%) of
the outstanding UDW Common Stock.



©2006 Hyundai Syscomm Corp. Stock Purchase Agreement with US Dataworks, Inc.

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     7.4 Minimum Revenues Adjustment. In the event the Minimum Revenues are not
recognized by UDW by March 31, 2008, Hyundai shall pay UDW a price adjustment (“Minimum Revenues
Adjustment”) over and above the purchase price it paid for the Escrow Shares. The Minimum Revenues
Adjustment shall equal: (i) the purchase price of the Escrow Shares ($1,500,000); (ii) plus, the
number of Warrant Shares issued, multiplied by: the Vesting Rate ($1.00) added to the Exercise
Price ($0.01)(as such terms are defined in the Warrant); (iii) the sum of subsections (i) and (ii),
divided by the sum of the number of Escrow Shares (6,100,000) and Warrants Shares issued to Hyundai
under the Warrant; (iv) the quotient calculated in subsection (iii), subtracted from Thirty-Two
Cents ($0.32) (the “Adjustment Price Per Share”); and, (v) the difference determined in subsection
(iv), multiplied by the number of Escrow Shares (6,100,000). If the Minimum Revenues Adjustment is
zero or a negative number, no additional payment is due. Hyundai shall pay UDW the Minimum Revenues
Adjustment (if any) within thirty (30) days of Hyundai’s receipt of UDW’s written notice requesting
such payment. Hyundai shall have the option to pay the Minimum Revenue Adjustment, if any, in cash
or by surrendering to UDW shares of UDW Common Stock valued at the Adjustment Price Per Share.



     7.5 Gross Profits Audit. Upon reasonable advance notification by Hyundai, UDW shall,
during normal business hours, make its financial records available to Hyundai for review and audit
for the purposes verifying the accurate calculation of Gross Profits recognized by UDW from the
sale or lease of Enhanced Machines in the UDW Territory. Hyundai will cooperate with UDW to
arrange any such audit so as to be minimally disruptive to the normal business operations of UDW.
Unless otherwise agreed by the parties (i) there shall not be more than one (1) audit during each
UDW fiscal quarter, and, (ii) the costs and expenses attributable to any such audit shall be borne
by Hyundai, unless such audit shall result in an increase of more than Five Percent (5%) in Gross
Profits, in which case the costs and expenses attributable to the audit shall be borne by UDW.



ARTICLE 8

MISCELLANEOUS PROVISIONS




     8.1 Expenses. Except as otherwise provided herein, Hyundai and UDW will each bear
their own costs and expenses relating to the transactions contemplated hereby, including without
limitation, fees and expenses of legal counsel, accountants, investment bankers, brokers or
finders, printers, copiers, consultants or other representatives for the services used, hired or
connected with the transactions contemplated hereby.



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     8.2 Survival. The representations and warranties of the Parties shall survive the
Closing for a period of two (2) years.



     8.3 Amendment and Modification. Subject to applicable Law, this Agreement may be
amended or modified by the Parties at any time with respect to any of the terms contained herein;
provided, however, that all such amendments and modifications must be in writing
and duly executed by all of the Parties hereto.



     8.4 Waiver of Compliance; Consents. Any failure of a Party to comply with any
obligation, covenant, agreement or condition herein may be expressly waived in writing by the Party
entitled hereby to such compliance, but such waiver or failure to insist upon strict compliance
with such obligation, covenant, agreement or condition will not operate as a waiver of, or estoppel
with respect to, any subsequent or other failure. No single or partial exercise of a right or
remedy will preclude any other or further exercise thereof or of any other right or remedy
hereunder. Whenever this Agreement requires or permits the consent by or on behalf of a Party, such
consent will be given in writing in the same manner as for waivers of compliance.



     8.5 No Third Party Beneficiaries. Nothing in this Agreement will entitle any person
or entity (other than a Party hereto and his respective successors and assigns permitted hereby) to
any claim, cause of action, remedy or right of any kind.



     8.6 Notices. All notices, requests, demands and other communications required or
permitted hereunder will be made in writing and will be deemed to have been duly given and
effective: (i) on the date of delivery, if delivered personally; (ii) on the earlier of the fourth
(4th) day after mailing or the date of the return receipt acknowledgement, if mailed, postage
prepaid, by certified or registered mail, return receipt requested; or (iii) on the date of
transmission, if sent by facsimile, telecopy, telegraph, telex or other similar telegraphic
communications equipment. Each Party shall afford the other Party with advance notification of any
change in address or contact information.



	 	 	 
	If to UDW:	 	With a copy to:
	US Dataworks, Inc.
	 	Pillsbury Winthrop Shaw
	5301 Hollister Road, Second Floor
	 	Pittman LLP
	Houston, Texas 77040
	 	2475 Hanover Street
	Attention: John J. Figone, Sr.
	 	Palo Alto, California 94304-1114
	Vice President & General Counsel
	 	Attention: Richard Bebb, Esq.
	Telephone: (713) 934-3855 x250
	 	Telephone: (650) 233-4500
	Facsimile: (713) 690-1426
	 	Facsimile:
	Email: jfigone@usdataworks.com
	 	Email: rbebb@pillsburylaw.com






©2006 Hyundai Syscomm Corp. Stock Purchase Agreement with US Dataworks, Inc.

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	If to Hyundai:	 	With a copy to:
	Hyundai Syscomm Corp.
	 	Peter B. Hirshfield, Esq.
	1065 East Hillsdale Boulevard
	 	Hirshfield Law
	Suite 247
	 	1035 Park Avenue, Suite 7B
	Foster City, CA 94404
	 	New York NY 10028-0912
	Attention: Samuel Lee
	 	Telephone: (646) 827-9362
	Chairman of the Board
	 	Facsimile: (646) 349-1665
	Telephone: (510) 790-4500
	 	Email:      phirshfield@hirshfieldlaw.com
	Facsimile: (415) 358-4551
	 	 
	Email: jack@hyundaisyscom.com
	 	 






     8.7 Assignment. This Agreement and all of the provisions hereof will be binding upon
and inure to the benefit of the Parties and their respective successors and permitted assigns, but
neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned
by UDW (whether voluntarily, involuntarily, by operation of law or otherwise) without the prior
written consent of Hyundai.



     8.8 Governing Law. This Agreement and the legal relations among the Parties hereto
will be governed by and construed in accordance with the internal substantive laws of the State of
California (without regard to the laws of conflict that might otherwise apply) as to all matters,
including without limitation matters of validity, construction, effect, performance and remedies.



     8.9 Counterparts. This Agreement may be executed simultaneously in one or more
counterparts, each of which will be deemed an original, but all of which together will constitute
one and the same instrument.



     8.10 Facsimile and Scanned Execution. Receipt by either Party of a counterpart of
this Agreement manually signed and then scanned electronically and emailed to the other Party or
manually signed and then sent by facsimile transmission to the other Party shall, for all purposes,
be deemed to be an original counterpart with the same force and effect as the manually signed
counterpart from which it was electronically reproduced.



     8.11 Headings. The headings of the sections and subsections of this Agreement are
inserted for convenience only and will not constitute a part hereof.



     8.12 Entire Agreement. This Agreement, the Disclosure Schedule and the Exhibits and
other writings referred to in this Agreement or in the Disclosure Schedule or any such exhibit or
other writing are part of this Agreement, together they embody the entire agreement and
understanding of the Parties hereto in respect of the transactions



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contemplated by this Agreement and together they are referred to as this Agreement or the
Transaction Documents. There are no restrictions, promises, warranties, agreements, covenants or
undertakings, other than those expressly set forth or referred to in this Agreement. This
Agreement supersedes all prior agreements and understandings between the Parties with respect to
the transaction or transactions contemplated by this Agreement. Provisions of this Agreement will
be interpreted to be valid and enforceable under applicable Law to the extent that such
interpretation does not materially alter this Agreement; provided, however, that if
any such provision becomes invalid or unenforceable under applicable Law such provision will be
stricken to the extent necessary and the remainder of such provisions and the remainder of this
Agreement will continue in full force and effect.



     8.13 Definition of Material Adverse Effect. “Material Adverse Effect” with respect
to a Party means a material adverse change in or effect on the business, operations, financial
condition, properties, liabilities or prospects of that Party taken as a whole; provided,
however, that a Material Adverse Effect will not be deemed to include (i) changes as a
result of the announcement of this Agreement or the transactions contemplated hereby, (ii) events
or conditions arising from changes in general business or economic conditions, or (iii) changes in
generally accepted accounting principles (“GAAP”).



     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.



	 	 	 	 	 	 	 	 	 
	UDW	 	Hyundai	 	 
	US Dataworks, Inc.	 	Hyundai Syscomm Corp.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Charles E. Ramey	 	By:	 	/s/ Samuel Lee	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Charles E. Ramey
	 	 	 	Samuel Lee	 	 
	 

	 	Chief Executive Officer
	 	 	 	Chairman of the Board	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	December 29, 2006	 	Date:	 	December 30, 2006	 	 
	 

	 	 
	 	 	 	 	 	 





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Annex 1.3.4




Wire Transfer Instructions




Wire Transfer Instructions:




Amegy Bank N.A.




Houston, TX




ABA #: 113011258




For Credit to : US Dataworks, Inc.




Account #: 3260410





 









 








Annex 2.1




Disclosure Schedule




 









 








Exhibit A



Software Integration and Resale Agreement







 









 








Exhibit B



Escrow Agreement




 









 








Exhibit C



Warrant



 









 








Exhibit D



Registration Rights Agreement



 









 








Exhibit E



Voting Agreement




 









 








Exhibit F



UDW Indemnity Agreement



     This Indemnification Agreement (this “Agreement”) is made as of the                      day of December,
2006, by and between US Dataworks, Inc. (“Indemnitor”) and Hyundai Syscomm Corp. (“Indemnitee”).



     WHEREAS, pursuant to that certain Stock Purchase Agreement (the “Stock Purchase Agreement”)
dated as of the date hereof by and between Indemnitor, as UDW, and Indemnitee, as Hyundai,
Indemnitor has agreed to sell to Indemnitee and Indemnitee has agreed to purchase from Indemnitor
Six Million One Hundred Thousand (6,100,000) shares (the “Shares”) of Indemnitor’s Common Stock for
and aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,500,000) (the
“Purchase Price”); and



     WHEREAS, as a condition concurrent to the closing (the “Closing”) of the purchase and sale of
the Shares, Indemnitor has agreed to execute and deliver this Agreement to Indemnitee; and;



     WHEREAS, Indemnitor wishes to provide this Agreement for indemnification of and the
advancing of expenses to Indemnitee to the fullest extent (whether partial or complete)
permitted by law and as set forth in this Agreement;



     NOW THEREFORE, Indemnitor and Indemnitee agree as follows:



     1. Indemnitor agrees that if Indemnitee is made a party, or is threatened to be made a party,
to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a
“Proceeding”), by reason of: (a) any action or omission of Indemnitor or any officer, director,
employee, counsel, accountant or other agent of Indemnitor or (b) the inaccuracy or incompleteness
of the representations and warranties of Indemnitor set forth in the Stock Purchase Agreement,
Indemnitee shall be indemnified and held harmless by Indemnitor to the fullest extent permitted or
authorized by applicable law, against all cost, expense, liability and loss (including, without
limitation, attorney’s fees, judgments, fines, excise taxes or penalties and amounts paid or to be
paid in settlement) (collectively “Expenses”) reasonably incurred or suffered by each Indemnitee
in connection therewith, and such indemnification shall inure to the benefit of each officer,
director, employee, counsel, accountant or other agent of Indemnitee.



     2. Indemnitor shall advance to Indemnitee to the extent permitted by law all reasonable costs
and expenses incurred by Indemnitee in connection with a Proceeding within thirty (30) days after
receipt by



 









 







Indemnitor of a written request, with appropriate documentation, for such advance. Such
request shall include an undertaking by Indemnitee to repay the amount of such advance if it shall
ultimately be determined that Indemnitee is not entitled to be indemnified against such costs and
expenses.



     3. Promptly after receipt by Indemnitee of notice of any claim or the commencement of any
Proceeding with respect to which Indemnitee is entitled to indemnity hereunder, Indemnitee or a
representative of Indemnitee shall notify Indemnitor in writing of such claim or the commencement
of such Proceeding, and Indemnitor shall (i) assume the defense of such Proceeding, (ii) employ
counsel reasonably satisfactory to Indemnitee and (iii) pay the reasonable fees and expenses of
such counsel. Notwithstanding the preceding sentence, Indemnitee, at its own expense, shall be
entitled to employ counsel separate from counsel for Indemnitor and from any other party in such
action; provided, however, if Indemnitee reasonably determines that a conflict of interest exists
which makes representation by counsel chosen by Indemnitor not advisable or if Indemnitor fails to
employ counsel to assume the defense of such proceeding, the reasonable fees and disbursements of
such separate counsel for Indemnitee shall be paid by Indemnitor to the extent permitted by law;
provided, however, that Indemnitor shall not be required to pay for more than one such separate
counsel for Indemnitee. In addition, Indemnitee shall give Indemnitor such information and
cooperation with regard to such Proceeding as Indemnitor may reasonably require and as shall be in
the Indemnitee’s power.



     4. Indemnitor shall not be required to indemnify Indemnitee against settlements entered into
without the consent of Indemnitor. Indemnitor shall not settle any Proceeding in any manner that
would impose any penalty, limitation or admission on Indemnitee without the Indemnitee’s written
consent. Neither Indemnitor nor Indemnitee shall unreasonably withhold its consent to any
proposed settlement.



     5. If Indemnitee is entitled under any provision of this Agreement to indemnification by
Indemnitor for some or a portion of the Expenses, but not, however, for the total amount thereof,
Indemnitor shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is
entitled. Both Indemnitor and Indemnitee acknowledge that in certain instances, federal or state
law or applicable public policy may prohibit Indemnitor from indemnifying Indemnitee under this
Agreement or otherwise.



     6. If Indemnitee has not received full indemnification within thirty (30) days after making a
written demand on Indemnitor for indemnification, Indemnitee shall have the right to enforce it
indemnification rights under this Agreement by commencing litigation in any court in the State of
California having subject matter



Page 2 of 5

UDW Indemnification Agreement




 









 




jurisdiction thereof and in which venue is proper seeking an initial determination by the
court. Indemnitor hereby consents to service of process and to appear in any such proceeding. The
remedy provided for in this Section 6 shall be in addition to any other remedies available to
Indemnitee in law or equity.




     7. It shall be a defense to any action brought by Indemnitee against Indemnitor to enforce
this Agreement for Expenses incurred in defending a Proceeding in advance of its final disposition
that it is not permissible under applicable law or under this Agreement for Indemnitor to
indemnify Indemnitee for the amount claimed. In connection with any such action or any
determination by Indemnitor as to whether Indemnitee is entitled to be indemnified hereunder, the
burden of proving such a defense or determination shall be on Indemnitor. Neither the failure of
Indemnitor to have made a determination prior to the commencement of such action by Indemnitee
that indemnification of the claimants is proper under the circumstances because it has met the
standard of conduct set forth in applicable law, nor an actual determination by Indemnitor that
Indemnitee had not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that Indemnitee has not met the applicable standard of conduct. For purposes
of this Agreement, the termination of any claim, action, suit, or proceeding, by judgment, order,
settlement (whether with or without court approval), conviction, or upon a plea of nolo
contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court has determined that
indemnification is not permitted by applicable law.



     8. Indemnitor shall indemnify Indemnitee against any and all Expenses that are incurred by
Indemnitee in connection with any action brought by Indemnitee for indemnification of Expenses by
Indemnitor under this Agreement or any other agreement or under applicable law. In addition,
Indemnitor shall, if so requested by Indemnitee, advance the foregoing Expenses to the Indemnitee.



     9. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may
have under applicable law, or otherwise. To the extent that a change in applicable law (whether
by statute or judicial decision) permits greater indemnification by agreement than would be
afforded currently under applicable law, or this Agreement, it is the intent of the parties that
Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. The
indemnification rights afforded to Indemnitee under this Agreement are contract rights.



     10. No supplement, modification, or amendment of this Agreement shall be binding unless
executed in writing by Indemnitor and



Page 3 of 5

UDW Indemnification Agreement




 









 







Indemnitee. No waiver of any of the provisions of this Agreement shall be binding unless in
the form of a writing signed by the party against whom enforcement of the waiver is sought, and no
such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor
shall such waiver constitute a continuing waiver. Except as specifically provided herein, no
failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a
waiver thereof.



     11. In the event of payment under this Agreement, Indemnitor shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all
papers reasonably required and shall do everything that may be reasonably necessary to secure such
rights, including the execution of such documents necessary to enable Indemnitor effectively to
bring suit to enforce such rights.



     12. This Agreement shall be binding upon and inure to the benefit of and be enforceable by
Indemnitor and Indemnitee and their respective successors and assigns.



     13. If any provision (or portion thereof) of this Agreement shall be held by a court of
competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions
shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest
extent possible, the provisions of this Agreement (including, without limitation, each portion of
this Agreement containing a provision held to be invalid, void, or otherwise unenforceable that is
not itself invalid, void, or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, void, or unenforceable.



     14. This Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of California applicable to contracts made and to be performed in such State
without giving effect to the principles of conflicts of laws.



     15. This Agreement may be executed in one or more counterparts, all of which shall be deemed
to constitute one and the same instrument.



     16. Receipt by either Indemnitor or Indemnitee of a counterpart of this Agreement manually
signed and then scanned electronically and emailed to the other or manually signed and then sent
by facsimile transmission to the other shall, for all purposes, be deemed to be an original
counterpart with the same force and effect as the manually signed counterpart from which it was
electronically reproduced.



     17. All notices, demands, and other communications required or permitted hereunder shall be
made in writing and shall be deemed to



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have been duly given if delivered by hand, against receipt, or mailed, postage prepaid,
certified or registered mail, return receipt requested, and addressed as follows:



	 	 	 
	If to Indemnitee:	 	 With a copy to:
	Hyundai Syscomm Corp.
	 	Peter B. Hirshfield, Esq.
	1065 East Hillsdale Boulevard
	 	Hirshfield Law
	Suite 247
	 	1035 Park Avenue, Suite 7B
	Foster City, CA 94404
	 	New York NY 10028-0912
	Attention: Samuel Lee
	 	Telephone: (646) 827-9362
	Chairman of the Board
	 	Facsimile: (646) 349-1665
	Telephone: (510) 790-4500
	 	Email:  phirshfield@hirshfieldlaw.com
	Facsimile: (415) 358-4551
	 	 
	Email: jack@hyundaisyscom.com
	 	 






	 	 	 
	If to Indemnitor:	 	With a copy to:
	US Dataworks, Inc.
	 	Pillsbury Winthrop Shaw Pittman LLP
	5301 Hollister Road, Second Floor
	 	2475 Hanover Street
	Houston, Texas 77040
	 	Palo Alto, California 94304-1114
	Attention: John J. Figone, Sr.
	 	Attention: Richard Bebb, Esq.
	Vice President & General Counsel
	 	Telephone: (650) 233-4500
	Telephone: (713) 934-3855 x250
	 	Facsimile:
	Facsimile: (713) 690-1426
	 	Email: rbebb@pillsburylaw.com
	Email: jfigone@usdataworks.com
	 	 





Notice of change of address shall be effective only when done in accordance with this Section 17.
All notices complying with this Section 17 shall be deemed to have been received on the earlier of
the date of delivery or on the third business day after mailing.




     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	UDW	 	Hyundai
	 	 
	 
	 	 	 	 	 	 	 	 
	US Dataworks, Inc.	 	Hyundai Syscomm Corp.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Charles E. Ramey
	 	 	 	Samuel Lee	 	 
	 

	 	Chief Executive Officer
	 	 	 	Chairman of the Board	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 





Page 5 of 5

UDW Indemnification Agreement




 









 






Exhibit G



Hyundai Indemnity Agreement



     This Indemnification Agreement (this “Agreement”) is made as of the                      day of December,
2006, by and between US Dataworks, Inc. (“Indemnitee”) and Hyundai Syscomm Corp. (“Indemnitor”).



     WHEREAS, pursuant to that certain Stock Purchase Agreement (the “Stock Purchase Agreement”)
dated as of the date hereof by and between Indemnitor, as Hyundai, and Indemnitee, as UDW,
Indemnitor has agreed to purchase from Indemnitee and Indemnitee has agreed to sell to Indemnitor
Six Million One Hundred Thousand (6,100,000) (the “Shares”) of Indemnitee’s Common Stock for and
aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,500,000) (the “Purchase
Price”); and



     WHEREAS, as a condition concurrent to the closing (the “Closing”) of the purchase and sale of
the Shares, Indemnitor has agreed to execute and deliver this Agreement to Indemnitee; and;



     WHEREAS, Indemnitor wishes to provide this Agreement for indemnification of and the
advancing of expenses to Indemnitee to the fullest extent (whether partial or complete)
permitted by law and as set forth in this Agreement;



     NOW THEREFORE, Indemnitor and Indemnitee agree as follows:



     1. Indemnitor agrees that if Indemnitee is made a party, or is threatened to be made a party,
to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a
“Proceeding”), by reason of: (a) any action or omission of Indemnitor or any officer, director,
employee, counsel, accountant or other agent of Indemnitor or (b) the inaccuracy or incompleteness
of the representations and warranties of Indemnitor set forth in the Stock Purchase Agreement,
Indemnitee shall be indemnified and held harmless by Indemnitor to the fullest extent permitted or
authorized by applicable law, against all cost, expense, liability and loss (including, without
limitation, attorney’s fees, judgments, fines, excise taxes or penalties and amounts paid or to be
paid in settlement) (collectively “Expenses”) reasonably incurred or suffered by each Indemnitee
in connection therewith, and such indemnification shall inure to the benefit of each officer,
director, employee, counsel, accountant or other agent of Indemnitee.



     2. Indemnitor shall advance to Indemnitee to the extent permitted by law all reasonable costs
and expenses incurred by



 









 







Indemnitee in connection with a Proceeding within thirty (30) days after receipt by
Indemnitor of a written request, with appropriate documentation, for such advance. Such request
shall include an undertaking by Indemnitee to repay the amount of such advance if it shall
ultimately be determined that Indemnitee is not entitled to be indemnified against such costs and
expenses.



     3. Promptly after receipt by Indemnitee of notice of any claim or the commencement of any
Proceeding with respect to which Indemnitee is entitled to indemnity hereunder, Indemnitee or a
representative of Indemnitee shall notify Indemnitor in writing of such claim or the commencement
of such Proceeding, and Indemnitor shall (i) assume the defense of such Proceeding, (ii) employ
counsel reasonably satisfactory to Indemnitee and (iii) pay the reasonable fees and expenses of
such counsel. Notwithstanding the preceding sentence, Indemnitee, at its own expense, shall be
entitled to employ counsel separate from counsel for Indemnitor and from any other party in such
action; provided, however, if Indemnitee reasonably determines that a conflict of interest exists
which makes representation by counsel chosen by Indemnitor not advisable or if Indemnitor fails to
employ counsel to assume the defense of such proceeding, the reasonable fees and disbursements of
such separate counsel for Indemnitee shall be paid by Indemnitor to the extent permitted by law;
provided, however, that Indemnitor shall not be required to pay for more than one such separate
counsel for Indemnitee. In addition, Indemnitee shall give Indemnitor such information and
cooperation with regard to such Proceeding as Indemnitor may reasonably require and as shall be in
the Indemnitee’s power.



     4. Indemnitor shall not be required to indemnify Indemnitee against settlements entered into
without the consent of Indemnitor. Indemnitor shall not settle any Proceeding in any manner that
would impose any penalty, limitation or admission on Indemnitee without the Indemnitee’s written
consent. Neither Indemnitor nor Indemnitee shall unreasonably withhold its consent to any
proposed settlement.



     5. If Indemnitee is entitled under any provision of this Agreement to indemnification by
Indemnitor for some or a portion of the Expenses, but not, however, for the total amount thereof,
Indemnitor shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is
entitled. Both Indemnitor and Indemnitee acknowledge that in certain instances, federal or state
law or applicable public policy may prohibit Indemnitor from indemnifying Indemnitee under this
Agreement or otherwise.



     6. If Indemnitee has not received full indemnification within thirty (30) days after making a
written demand on Indemnitor for indemnification, Indemnitee shall have the right to enforce it



Page 2 of 5

Hyundai Indemnification Agreement





 









 







indemnification rights under this Agreement by commencing litigation in any court in the
State of California having subject matter jurisdiction thereof and in which venue is proper
seeking an initial determination by the court. Indemnitor hereby consents to service of process
and to appear in any such proceeding. The remedy provided for in this Section 6 shall be in
addition to any other remedies available to Indemnitee in law or equity.




     7. It shall be a defense to any action brought by Indemnitee against Indemnitor to enforce
this Agreement for Expenses incurred in defending a Proceeding in advance of its final disposition
that it is not permissible under applicable law or under this Agreement for Indemnitor to
indemnify Indemnitee for the amount claimed. In connection with any such action or any
determination by Indemnitor as to whether Indemnitee is entitled to be indemnified hereunder, the
burden of proving such a defense or determination shall be on Indemnitor. Neither the failure of
Indemnitor to have made a determination prior to the commencement of such action by Indemnitee
that indemnification of the claimants is proper under the circumstances because it has met the
standard of conduct set forth in applicable law, nor an actual determination by Indemnitor that
Indemnitee had not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that Indemnitee has not met the applicable standard of conduct. For purposes
of this Agreement, the termination of any claim, action, suit, or proceeding, by judgment, order,
settlement (whether with or without court approval), conviction, or upon a plea of nolo
contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court has determined that
indemnification is not permitted by applicable law.



     8. Indemnitor shall indemnify Indemnitee against any and all Expenses that are incurred by
Indemnitee in connection with any action brought by Indemnitee for indemnification of Expenses by
Indemnitor under this Agreement or any other agreement or under applicable law. In addition,
Indemnitor shall, if so requested by Indemnitee, advance the foregoing Expenses to the Indemnitee.



     9. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may
have under applicable law, or otherwise. To the extent that a change in applicable law (whether
by statute or judicial decision) permits greater indemnification by agreement than would be
afforded currently under applicable law, or this Agreement, it is the intent of the parties that
Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. The
indemnification rights afforded to Indemnitee under this Agreement are contract rights.



Page 3 of 5

Hyundai Indemnification Agreement




 









 





     10. No supplement, modification, or amendment of this Agreement shall be binding unless
executed in writing by Indemnitor and Indemnitee. No waiver of any of the provisions of this
Agreement shall be binding unless in the form of a writing signed by the party against whom
enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other
provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.
Except as specifically provided herein, no failure to exercise or any delay in exercising any
right or remedy hereunder shall constitute a waiver thereof.



     11. In the event of payment under this Agreement, Indemnitor shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all
papers reasonably required and shall do everything that may be reasonably necessary to secure such
rights, including the execution of such documents necessary to enable Indemnitor effectively to
bring suit to enforce such rights.



     12. This Agreement shall be binding upon and inure to the benefit of and be enforceable by
Indemnitor and Indemnitee and their respective successors and assigns.



     13. If any provision (or portion thereof) of this Agreement shall be held by a court of
competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions
shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest
extent possible, the provisions of this Agreement (including, without limitation, each portion of
this Agreement containing a provision held to be invalid, void, or otherwise unenforceable that is
not itself invalid, void, or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, void, or unenforceable.



     14. This Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of California applicable to contracts made and to be performed in such State
without giving effect to the principles of conflicts of laws.



     15. This Agreement may be executed in one or more counterparts, all of which shall be deemed
to constitute one and the same instrument.



     16. Receipt by either Indemnitor or Indemnitee of a counterpart of this Agreement manually
signed and then scanned electronically and emailed to the other or manually signed and then sent
by facsimile transmission to the other shall, for all purposes, be deemed to be an



Page 4 of 5

Hyundai Indemnification Agreement




 









 







original counterpart with the same force and effect as the manually signed counterpart from
which it was electronically reproduced.



     17. All notices, demands, and other communications required or permitted hereunder shall be
made in writing and shall be deemed to have been duly given if delivered by hand, against receipt,
or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed
as follows:



	 	 	 
	If to Indemnitor:	 	With a copy to:
	Hyundai Syscomm Corp.

	 	Peter B. Hirshfield, Esq.
	1065 East Hillsdale Boulevard

	 	Hirshfield Law
	Suite 247

	 	1035 Park Avenue, Suite 7B
	Foster City, CA 94404

	 	New York NY 10028-0912
	Attention: Samuel Lee

	 	Telephone: (646) 827-9362
	Chairman of the Board

	 	Facsimile: (646) 349-1665
	Telephone: (510) 790-4500

	 	Email: phirshfield@hirshfieldlaw.com
	Facsimile: (415) 358-4551
	 	 
	Email: jack@hyundaisyscom.com
	 	 






	 	 	 
	If to Indemnitee:	 	With a copy to:
	US Dataworks, Inc.

	 	Pillsbury Winthrop Shaw Pittman LLP
	5301 Hollister Road, Second Floor

	 	2475 Hanover Street
	Houston, Texas 77040

	 	Palo Alto, California 94304-1114
	Attention: John J. Figone, Sr.

	 	Attention: Richard Bebb, Esq.
	Vice President & General Counsel

	 	Telephone: (650) 233-4500
	Telephone: (713) 934-3855 x250

	 	Facsimile:
	Facsimile: (713) 690-1426

	 	Email: rbebb@pillsburylaw.com
	Email: jfigone@usdataworks.com
	 	 





Notice of change of address shall be effective only when done in accordance with this Section 17.
All notices complying with this Section 17 shall be deemed to have been received on the earlier of
the date of delivery or on the third business day after mailing.




     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.



	 	 	 	 	 	 	 	 	 
	Indemnitee:	 	Indemnitor:	 	 
	US Dataworks, Inc.	 	Hyundai Syscomm Corp.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Charles E. Ramey
	 	 	 	Samuel Lee	 	 
	 

	 	Chief Executive Officer
	 	 	 	Chairman of the Board	 	 
	 
	 	 	 	 	 	 	 	 
	Date:	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 





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Hyundai Indemnification Agreement




 









 






Exhibit H



Shareholders’ Rights Agreement Amendment