Unassociated Document


    
      NEITHER
THE ISSUANCE OF THE SECURITIES REPRESENTED HEREBY (NOR THE ISSUANCE OF THE
SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLCE) HAVE
BEEN, OR WILL BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR UNDER APPLICABLE STATE SECURITIES LAWS.  AS A RESULT, THE
SECURITIES REPRESENTED HEREBY (AND THE SECURITIES INTO WHICH THESE SECURITIES
ARE EXERCISABLE) ARE, AND WILL BE, SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION UNDER OR
EXEMPTION THEREFROM.  THE HOLDER OF THIS COMMON STOCK PURCHASE WARRANT
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.  THE ISSUER OF THE
SECURITIES REPRESENTED HEREBY (AND THE SECURITIES INTOWHICH THESE SECURITIES ARE
EXERCISABLE) MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS
IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.

      


      US
DATAWORKS, INC.

      


      COMMON
STOCK PURCHASE WARRANT

      


      BY THIS
COMMON STOCK PURCHASE WARRANT (this "Warrant"), issued
effective as of June 26, 2009, U.S. DATAWORKS, INC., a Nevada
corporation (the "Company"), certifies
that, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, received from JOHN L. NICHOLSON, M.D., an
individual and a director of the Company (the “Holder”), the Holder
is entitled to subscribe for and purchase from the Company, subject to the terms
and conditions set forth herein, at any time on or after the date of this
Warrant, but prior to June 26,
2014, or, if such date is not a business day, the next succeeding
business day (the “Expiration Date”),
1,500,000 fully paid and
non-assessable shares (the " Shares") of the
Company's common stock, $ .0001 par value per share (the "Common Stock"), at a
price per share equal to $0.43 (the "Exercise
Price").

      


      1.           Exercise of this
Warrant.

      


      (a)           This
Warrant may be exercised at any time after the date of this Warrant and before
the close of business on the Expiration Date, by the surrender of this Warrant
and the Notice of Exercise annexed hereto at the principal executive office of
the Company (or such other office or agency of the Company as it may designate
by notice in writing to the Holder at the address of the Holder appearing on the
books of the Company), and upon payment of the Exercise Price of the Shares
thereby purchased (by cash or by check or bank draft payable to the order of the
Company in an amount equal to the total Exercise Price of the Shares thereby
purchased); whereupon the Holder shall be entitled to receive a certificate for
the number of Shares so purchased.  The Company agrees that if at the
time of the surrender of this Warrant and purchase of the Shares, the Holder
shall be entitled to exercise this Warrant, the Shares so purchased shall be
issued to Holder as the record owner of such Shares as of the close of business
on the date on which this Warrant shall have been exercised in accordance with
this Warrant.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      (b)           Certificates
for Shares purchased hereunder shall be delivered to the Holder within a
reasonable time after the date on which this Warrant shall have been exercised
in accordance with this Warrant.

      


      (c)           The
Company covenants that all Shares which may be issued upon the exercise of this
Warrant will, upon exercise of the rights represented by this Warrant, be fully
paid and nonassessable and free from all taxes, liens and charges in respect of
the issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).

      


      2.           Cashless
Exercise.

      


      (a)           In
lieu of accepting payment of the Exercise Price in cash, the Company may, in its
sole discretion, require payment of all or a portion of the total Exercise Price
in Shares pursuant to a cashless, or net, exercise in accordance with this
Section 2.  In the event the Company elects to receive all or a
portion of the total Exercise Price in Shares, the number of net Shares the
Holder will receive upon exercise of this Warrant (for that portion of this
Warrant for which the Exercise Price is being paid in Shares) will be calculated
as follows:

      
 

      Y(A-B)

      X           =               
A

      Where

      


      X           =           the
number of net Shares to be Issued to Holder

      Y           =           the
number of Shares for which this Warrant is beingexercised

      A           =           the
per Share Fair Market Value (as defined below)

      B           =           the
per share Exercise Price

      


      (b)           For
purposes of this Section 2, the “per Share Fair Market Value” shall
be:

      


      (i)           if
the Common Stock is traded on the American Stock Exchange (or other national
securities exchange or the NASDAQ), the average of the closing sales price
reported by the American Stock Exchange (or such other national securities
exchange or the NASDAQ) for the ten (10) consecutive trading days immediately
preceding the date on which this Warrant is exercised; or

      


      (ii)           if
the Common Stock is quoted in an over-the-counter market, such as the Pink
Sheets, the average of the closing sales price reported on such over-the-counter
market for the twenty (20) consecutive trading days immediately preceding the
date on which this Warrant is exercised; or

      


      (iii)           if
the Common Stock is not listed on any national securities exchange (or on the
NASDAQ) or quoted in any over-the-counter market,  the per share price
of the Common Stock as determined in good faith by the Company's Board of
Directors.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      3.           No Rights as a
Stockholder.  This Warrant does not entitle the Holder to any
voting rights or other rights as a stockholder of the Company (including the
right to receive any cash or other dividend payable to stockholders) prior to
the exercise thereof.

      


      4.           Corporate
Proceedings. The existence of this Warrant shall not affect in any way
the right or power of the Company or its officers, directors and shareholders,
as the case may be, to (i) make or authorize any adjustment, recapitalization,
reorganization or other change in the capital structure or business of the
Company, (ii) participate in any merger or consolidation of the Company, (iii)
issue any Common Stock, bonds, debentures, preferred or prior preference stock
or any other securities affecting the Common Stock or the rights of holders
thereof, (iv) dissolve or liquidate the Company, (v) sell or transfer all or any
part of the assets or business of the Company or (vi) perform any other
corporate act or proceedings, whether of a similar character or
otherwise.

      


      5.           Loss, Theft, Destruction or
Mutilation of Warrant.  Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and in the case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it, and upon reimbursement to the Company of
all reasonable expenses incidental thereto, and upon surrender and cancellation
of this Warrant, if mutilated, the Company will make and deliver a new Warrant
of like tenor and dated as of such cancellation, in lieu of this
Warrant.

      


      6.           Corporate Events; Limited
Adjustments.

      


      (a)           Corporate
Events.  In the event of the occurrence of any of the following
(each, a “Corporate
Event”): (a) a sale of all or substantially all of the Company's assets
(a “Sale”), (b)
a merger or consolidation of the Company with any corporation or corporations
(or other entity or entities) as a result of which the Company is not the
surviving corporation (a “Merger”) or (c) a
dissolution, liquidation or winding up of the Company (a “Liquidation”) at any
time prior to the Expiration Date, this Warrant shall thereafter represent the
right, upon payment of the Exercise Price, to receive the consideration to which
the Holder would have been entitled had the Holder fully exercised this Warrant
(and received the Shares pursuant to such exercise) immediately prior to such
Corporate Event.

      


      (b)           Reclassification
Events.  If the Company at any time shall, by subdivision,
combination or reclassification otherwise, change any of the securities to which
purchase rights under this Warrant exist into the same or a different number of
securities of any class or classes (a “Reclassification
Event”), the Holder shall thereafter be entitled to receive upon exercise
of this Warrant (and payment of the Exercise Price) that number and kind of such
other securities receivable upon such subdivision, combination, reclassification
or other change to which the Holder would have been entitled to receive had the
Holder fully exercised this Warrant (and received the Shares pursuant to such
exercise) immediately preceding such Reclassification Event.  Without
limiting the general applicability of the foregoing, if the Shares are
subdivided or combined into a greater or smaller number of Shares, the Exercise
Price under this Warrant shall be proportionately reduced in the case of a
subdivision of Shares and proportionately increased in the case of a combination
of Shares by the subdivision ratio or combination ratio applicable to such
Reclassification Event.  For example, (i) if a 2-for-1 split of the
Common Stock is effected, the per Share Exercise Price would be adjusted to
$0.215 and (ii) if a 1-for 10 reverse split of the Common Stock is effected, the
per Share Exercise Price would be adjusted to $4.30.

       

      
        
          
          

        

        
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      (c)           No Other
Adjustments.  Except as expressly provided in Section 6(b)
hereof, the issuance by  the Company of shares of Common Stock or any
other class or type of securities of the Company (or securities convertible into
shares of Common Stock or any other class or type of securities of the Company),
whether for cash, property, services rendered or otherwise and whether upon
direct sale or upon the exercise or conversion of rights, options, warrants or
other convertible securities or otherwise, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number Shares for which this
Warrant may be exercised or the Exercise Price payable therefor.

      


      7.           Transfer Restrictions;
Investment Representations.

      


      (a)           Transfer
Restrictions.  This Warrant shall not be transferable by the
Holder unless and until (i) that certain US Dataworks, Inc. Refinancing Secured
Note dated August 13, 2008 executed by the Company and payable to the order of
the Holder in the original principal amount of Two Million Nine Hundred Ninety
Five Thousand Dollars ($2,995,000.00) (as modified, renewed and extended, the
“Note”) is paid in full or (ii) an Event of Default (as defined in the Note) has
occurred and is continuing.  In addition, the Holder acknowledges and
agrees that this Warrant, and the Shares into which this Warrant may be
exercised, and any other securities which may be issued in connection with the
exercise of this Warrant (collectively, the “Warrant Securities”) are and will
be “restricted securities” as defined in Rule 144 promulgated under the
Securities Act of 1933, as amended (“Rule 144”), and the Holder shall not
transfer the Warrant Securities other than in strict compliance with Rule
144.  The Company shall have no obligation to register the issuance of
this Warrant or the Warrant Securities nor shall it have any obligations under
Rule 144 or otherwise to assist or enable the Holder’s transfer of the Warrant
Securities other than to record, or direct the recording of, any proper
transfers of this Warrant or the Warrant Securities on the books of the
Company.

      


      (b)           Investment
Representations.  The Holder hereby represents and warrants to
the Company that it is acquiring this Warrant and, upon exercise of this
Warrant, will acquire the Warrant Securities for his own account for investment
purposes only and not with a view to the resale or distribution
thereof.

      


      8.           Dispute
Resolution.  Any dispute between the Holder and the Company
arising out of this Warrant shall be resolved by binding arbitration in
accordance with the rules of the American Arbitration Association in effect at
the time of the dispute (the “AAA Rules”).  Such arbitration shall
take place in Houston, Texas and be conducted by a single arbitrator selected in
accordance with the AAA Rules.  The Holder and the Company shall each
bear its own costs in participating in the arbitration and shall each pay
one-half of the costs of the arbitrator.  Notwithstanding the
foregoing, unless otherwise decided by the arbitrator as the equities dictate,
the substantially prevailing party shall be entitled to recover its costs from
the other party.  The decisions of the arbitrator shall be final and
binding on the parties and shall be enforceable by any court of competent
jurisdiction.

      


      9.           Miscellaneous.

      


      (a)           This
Warrant shall be binding upon any successors and assigns of the Company and upon
the successors and permitted assigns of the Holder.

       

      
        
          
          

        

        
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      (b)           This
Warrant shall be governed by the laws of the State of Texas without regard for
its conflict of laws principles.

      


      (c)           This
Warrant and any provisions hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the Company and the
Holder.

      


      (d)           This
Warrant may be executed in multiple counterparts and by facsimile or emailed
signature, each of which shall be deemed an original and all of which shall
constitute one and the same instrument.

      


      (e)           This
Warrant represents the entire agreement of the Holder and the Company with
respect to the subject matter hereof and supercedes and replaces any and all
prior understandings between the Company and the Holder, oral or written,
including the term sheet previously agreed to by the parties on which this
warrant was based.

      


      


      [Signature
Page Follows]

       

      
        
          
          

        

        
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      IN WITNESS WHEREOF, the Company has
caused this Warrant to be executed by its duly authorized officer or director on
this 29th day of July, 2009 but effective as of June 26, 2009.

      


      


      
        
          
            
              	 
      	 
      	
                      US
      DATAWORKS, INC.

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	
                      By:            
      /s/ J. Patrick Millinor                     
      

                    
	 
      	 
      	 
      	
                      J.
      Patrick Millinor, Director

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                      ACCEPTED
      AND AGREED TO:

                    	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                      /s/ John L. Nicholson, M.D.    

                    	 
      	 
      	 
      
	
                      JOHN
      L. NICHOLSON, M.D.

                    	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                      Date:
      07/29/09    

                    	 
      	 
      	 
      


            

          

        

      

       

      
        
          
          

        

        
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      NOTICE OF
EXERCISE

      


      
        	
                TO:

              	
                US
      Dataworks, Inc.

              
	 
      	
                1
      Sugar Creek Center Blvd

              
	 
      	
                Fifth
      Floor

              
	 
      	
                Sugar
      Land, TX 77478

              
	 
      	 
      
	 
      	
                ATTN:
      Chief Executive Officer

              


      

      


      1.           The
undersigned hereby elects to purchase ____________ Shares pursuant to the terms
of the attached Warrant, and tenders herewith payment of the Exercise Price in
full, together with all applicable transfer taxes, if any.

      


      2.           Please
issue a certificate or certificates representing the Shares in the name of the
undersigned or in such other name as is specified below:

      


      


      
        
          
            
              
                
                  
                    
                      
                        	
                                    
      

                              	    
      
	
                                (Print
      Name)

                              
	 
      	 
	
                                Address:  

                              	 
	
                                  
      

                              	  
      
	
                                 
      

                              	 
      


                      

                    

                  

                

              

            

          

        

      

      


      3.           The
undersigned represents that the Shares are being acquired for the account of the
undersigned for investment only and not with a view to, or for resale in
connection with, the distribution thereof and that the undersigned has no
present intention of distributing or reselling such shares.

      


      


      


      
        
          
            
              	 
      	    
      
	 
      	
                      (Signature)

                    
	 
      	 
      
	 
      	    
      
	 
      	
                      (Print
      Name)

                    
	 
      	 
      
	 
      	    
      
	 
      	
                      (Date)

                    


            

          

        

      

      
 

       

       

       

       

       

      
        
          
          

        

        
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