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Exhibit 99.3
 [FORM OF WARRANT]
 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES
INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY
THE HOLDER AND REASONABLY ACCEPTABLE TO THE ISSUER, IN A GENERALLY ACCEPTABLE FORM, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A
UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
 US DATAWORKS, INC.
 Warrant To Purchase Common Stock
 Issuance Date
 Company  Holder Warrant   1 Warrant Shares SPA Warrants Subscription Date Buyers Securities Purchase Agreement
 
 1
    
    Insert a number of shares equal to 50% of the number of
Conversion Shares (as defined in Notes) issuable as of the Closing Date upon
conversion of the Notes issued to the Holder pursuant to the Securities
Purchase Agreement.




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EXERCISE OF WARRANT.
 Mechanics of Exercise Exhibit A Exercise Notice Aggregate Exercise Price st Exercise Delivery Documents Transfer Agent rd Share Delivery Date DTC
 - 2 -




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Exercise Price Exercise Price
 Companys Failure to Timely Deliver Securities rd Buy-In Buy-In Price
 Cashless Exercise Unavailable Warrant Shares Cashless
Exercise
 - 3 -




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A=
    
    the total number of shares with respect to which
this Warrant is then being exercised.B=
    
    the Weighted Average Price of the shares of Common
Stock (as reported by Bloomberg) for the five (5) consecutive
Trading Days ending on the date immediately preceding the date of
the Exercise Notice.C=
    
    the Exercise Price then in effect for
the applicable Warrant Shares at the time of such
exercise.
 Disputes
 Limitations on Exercises.
 Beneficial Ownership Maximum Percentage
 - 4 -




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st
 Principal Market Regulation Exchange Cap
 - 5 -




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Exchange Cap Allocation
 Insufficient Authorized Shares Required Reserve Amount Authorized Share Failure
 - 6 -




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ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES
 Adjustment upon Issuance of shares of Common Stock New
Issuance Price Applicable Price Dilutive
Issuance"
 Issuance of Options
 Issuance of Convertible Securities
 - 7 -




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Change in Option Price or Rate of Conversion.
 Calculation of Consideration Received
 - 8 -




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Valuation Event th
 Record Date
 Floor Price
 - 9 -




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Voluntary Adjustment By Company
 Adjustment upon Subdivision or Combination of Common Stock
 Other Events
 RIGHTS UPON DISTRIBUTION OF ASSETS Distribution
  - 10 -




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Other Shares of Common Stock
 PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS
 Purchase Rights Purchase Rights
 Fundamental Transactions
 - 11 -




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Corporate Event
  NONCIRCUMVENTION
 - 12 -




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WARRANT HOLDER NOT DEEMED A STOCKHOLDER
 REISSUANCE OF WARRANTS
 Transfer of Warrant
 Lost, Stolen or Mutilated Warrant
 Exchangeable for Multiple Warrants
 - 13 -




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Issuance of New Warrants
 NOTICES
 AMENDMENT AND WAIVER
 GOVERNING LAW
 - 14 -




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CONSTRUCTION; HEADINGS
 DISPUTE RESOLUTION
 REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF
 TRANSFER
 SEVERABILITY
 - 15 -




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CERTAIN DEFINITIONS
 Bloomberg
 Business Day
 Closing Bid Price Closing Sale Price
 Common Stock
 Convertible Securities
 - 16 -




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Eligible Market
 Expiration Date Holiday
 Fundamental Transaction
 Options
 Parent Entity
 Person
 Principal Market
 Registration Rights Agreement
 - 17 -




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Required Holders
 SPA Securities
 Successor Entity
 Trading Day
 Weighted Average Price
 [Signature Page Follows]
 - 18 -




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IN WITNESS WHEREOF,
 US DATAWORKS, INC.By:Name:Title:




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EXHIBIT A
 EXERCISE NOTICE
 TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
WARRANT TO PURCHASE COMMON STOCK
 US DATAWORKS, INC.
 Warrant Shares Company Warrant
  Cash Exercise
 Cashless Exercise
 
 
 
 Name of Registered Holder
 By:Name:Title:




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ACKNOWLEDGMENT
  US DATAWORKS, INC.By:Name:Title: