Unassociated Document


    
      SECOND
AMENDMENT

      TO

      LOAN
AND SECURITY AGREEMENT

       

      THIS
SECOND AMENDMENT to Loan
and Security Agreement (this “Amendment”) is entered into this 23rd day of
April, 2010 by and between Silicon Valley Bank (“Bank”) and US DATAWORKS, INC.,
a Nevada corporation (“Borrower”) whose address is One Sugar Creek Center Blvd.,
5th Floor, Sugar Land, TX 77478.

       

      Recitals

       

      1.           Bank
and Borrower have entered into that certain Loan and Security Agreement dated as
of February 9, 2010, as amended from time to time including by that certain
First Amendment to Loan and Security Agreement dated as of March 5,
2010  (as the same may from time to time be further amended, modified,
supplemented or restated, the “Loan Agreement”).

       

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

       

      3.           Borrower
has requested that Bank amend the Loan Agreement to waive certain covenant
violations.

       

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

       

      Agreement

       

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

       

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

       

      2.           Amendment/Waiver to Loan
Agreement.  Bank hereby waives the Event of Default of the Loan
Agreement due to Borrower’s failure to comply with the covenants set forth
in Section 6.7 of the Loan Agreement for the February 2010 measuring
period.

       

      3.           Limitation
of Amendment.

       

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

       

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

       

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

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      6.           Effectiveness.  This
Amendment shall be deemed effective upon (a) the due execution and delivery to
Bank of this Amendment by each party hereto and (b) payment by Borrower of an
amendment fee in the amount of One Thousand Dollars ($1,000).

       

      [Signature
page follows.]

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

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

       

      
        	
                BANK

                 

                SILICON
      VALLEY BANK

                 

                By:
      /s/ Phillip A.
      Wright

                Name: Phillip A.
      Wright

                Title:
      Relationship
      Manager

              	
                BORROWER

                 

                US
      DATAWORKS, INC.

                 

                By:
      /s/ Randall J.
      Frapart

                Name:
      Randall J.
      Frapart

                Title:
      Chief Financial
      Officer