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Note and Warrant Conversion Agreement
Note and Warrant Conversion Agreement (42K)
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US DATAWORKS, INC.
NOTE AND WARRANT CONVERSION AGREEMENT
-------------------------------------
THIS NOTE AND WARRANT CONVERSION AGREEMENT (this "AGREEMENT"), dated
June ___, 2003, is entered into by and among US DATAWORKS, INC., a Nevada
corporation (the "COMPANY"), and each Investor identified at SCHEDULE 1 hereto
(each an "INVESTOR," and collectively, the "INVESTORS").
WHEREAS, in March 2001, the Investors, for the payment of $1,775,000 in
cash, purchased six convertible promissory notes ( the "NOTES") paying 10%
interest on the outstanding principal balance, payable in full in one year. The
Notes are secured by security interest in all of the assets of the Company as
provided in that certain Security Agreement executed by the Company in favor of
the Investors dated December 18, 2001 (the "Security Agreement"). The Investors
also were issued warrants (the "ORIGINAL WARRANTS") entitling the holders to
acquire an additional 1,775,000 shares of the Company's common stock ("COMMON
STOCK") at the exercise price of $1.00 per share.
WHEREAS, pursuant to a letter agreement dated March 25, 2002, the
Company and the Investors agreed to: (1) convert one-half of the principal
balance of the Notes into Common Stock; (2) extended the remaining one-half
($887,500) of the principal balance of the Notes for another one year term; (3)
issue the Investors additional warrants (the "ADDITIONAL WARRANTS") entitling
the holders to acquire an additional 177,500 shares of the Company's Common
Stock at the exercise price of $0.50 per share; and, (4) adjust the exercise
price of the Original Warrants to $0.50.
WHEREAS, pursuant to a certain Note Extension and Warrant Agreement,
dated May 5, 2003 (the "NOTE AND WARRANT AGREEMENT"), the Company and the
Investors agreed, in lieu of the Company paying the outstanding principal
balance of the Notes that had become due, to: (i) extend the terms of the Notes
until September 30, 2003, with ten percent (10%) to be paid quarterly on the
outstanding principal balance due on June 1, 2003 and September 1, 2003; (ii)
have the Company issue the Investors new warrants ("NEW WARRANTS") entitling the
holders to acquire up to 2,840,000 shares of the Company's Common Stock at the
exercise price of twelve cents ($0.12) per share; and (iii) have the Investors
surrender the Original Warrants and the Additional Warrants to be cancelled by
the Company.
WHEREAS, the Company and the Investors now agree, and as an inducement
to cause the Investors to convert their all of the remaining principal balance
of their Notes and to exercise their New Warrants in full, to adjust the
conversion price of the Notes and the exercise price of the New Warrants as set
forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
as set forth herein and for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. For purposes of this Agreement, capitalized terms not
otherwise defined in this Agreement shall have the following meanings:
163748
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Pillsbury
As referenced in this Note and Warrant Conversion Agreement:
Pillsbury Winthrop – Charles Ramey, President
Facsimile: (713) 934-8192
Telephone: (713) 934-3854
with a copy to:
Pillsbury Winthrop LLP
2550 Hanover Street
Palo Alto, California 94304
Attention: John J. Figone, Esq.
Facsimile: (
dt 33125
;
US Dataworks
As referenced in this Note and Warrant Conversion Agreement:
US DATAWORKS, INC. –
{DOCUMENT}
{TYPE}EX-10.13
{SEQUENCE}16
{FILENAME}usdata_10-13.txt
{TEXT}
{PAGE}
EXHIBIT 10.13
US DATAWORKS, INC.
NOTE AND WARRANT CONVERSION AGREEMENT
-------------------------------------
THIS NOTE AND WARRANT CONVERSION AGREEMENT (this "AGREEMENT"), dated
June ___, 2003, is entered into by and among US DATAWORKS, INC., a Nevada
corporation (
_____________
US DATAWORKS, INC. – PAGE}
EXHIBIT 10.13
US DATAWORKS, INC.
NOTE AND WARRANT CONVERSION AGREEMENT
-------------------------------------
THIS NOTE AND WARRANT CONVERSION AGREEMENT (this "AGREEMENT"), dated
June ___, 2003, is entered into by and among US DATAWORKS, INC. , a Nevada
corporation (the "COMPANY"), and each Investor identified at SCHEDULE 1 hereto
(each an "INVESTOR," and collectively, the "INVESTORS").
WHEREAS, in March 2001, the Investors, for the payment
_____________
US Dataworks, Inc. – by registered or certified mail, postage prepaid and addressed as follows (or at
such other address as a party may designate by notice to the other):
If to the Company:
US Dataworks, Inc.
5301 Hollister Road
Suite 250
Houston, Texas 77040
Attention: Charles Ramey, President
Facsimile: (713) 934-8192
Telephone: (713) 934-3854
with a copy to:
Pillsbury Winthrop LLP
2550 Hanover
_____________
US DATAWORKS, INC. – shall be required to comply at the time of such conversion.
-11-
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
COMPANY
US DATAWORKS, INC.
By ________________________
Name ______________________
Title _____________________
INVESTORS
---------
[Investor signatures follow on
attached counterparts]
-12-
{PAGE}
SIGNATURE PAGE TO
NOTE AND WARRANT PURCHASE AGREEMENT
DATED AS OF JUNE ___ 2003
_____________
US DATAWORKS, INC. – Name ______________________
Title _____________________
INVESTORS
---------
[Investor signatures follow on
attached counterparts]
-12-
{PAGE}
SIGNATURE PAGE TO
NOTE AND WARRANT PURCHASE AGREEMENT
DATED AS OF JUNE ___ 2003
BY AND AMONG
US DATAWORKS, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers this Note and Warrant
Conversion Agreement (the "AGREEMENT") to which this Signature Page is attached
effective as of
_____________
dt 1545355
;
|
US Dataworks
As referenced in this Note and Warrant Conversion Agreement:
US DATAWORKS, INC. –
{DOCUMENT}
{TYPE}EX-10.13
{SEQUENCE}16
{FILENAME}usdata_10-13.txt
{TEXT}
{PAGE}
EXHIBIT 10.13
US DATAWORKS, INC.
NOTE AND WARRANT CONVERSION AGREEMENT
-------------------------------------
THIS NOTE AND WARRANT CONVERSION AGREEMENT (this "AGREEMENT"), dated
June ___, 2003, is entered into by and among US DATAWORKS, INC., a Nevada
corporation (
_____________
US DATAWORKS, INC. – PAGE}
EXHIBIT 10.13
US DATAWORKS, INC.
NOTE AND WARRANT CONVERSION AGREEMENT
-------------------------------------
THIS NOTE AND WARRANT CONVERSION AGREEMENT (this "AGREEMENT"), dated
June ___, 2003, is entered into by and among US DATAWORKS, INC. , a Nevada
corporation (the "COMPANY"), and each Investor identified at SCHEDULE 1 hereto
(each an "INVESTOR," and collectively, the "INVESTORS").
WHEREAS, in March 2001, the Investors, for the payment
_____________
US Dataworks, Inc. – by registered or certified mail, postage prepaid and addressed as follows (or at
such other address as a party may designate by notice to the other):
If to the Company:
US Dataworks, Inc.
5301 Hollister Road
Suite 250
Houston, Texas 77040
Attention: Charles Ramey, President
Facsimile: (713) 934-8192
Telephone: (713) 934-3854
with a copy to:
Pillsbury Winthrop LLP
2550 Hanover
_____________
US DATAWORKS, INC. – shall be required to comply at the time of such conversion.
-11-
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
COMPANY
US DATAWORKS, INC.
By ________________________
Name ______________________
Title _____________________
INVESTORS
---------
[Investor signatures follow on
attached counterparts]
-12-
{PAGE}
SIGNATURE PAGE TO
NOTE AND WARRANT PURCHASE AGREEMENT
DATED AS OF JUNE ___ 2003
_____________
US DATAWORKS, INC. – Name ______________________
Title _____________________
INVESTORS
---------
[Investor signatures follow on
attached counterparts]
-12-
{PAGE}
SIGNATURE PAGE TO
NOTE AND WARRANT PURCHASE AGREEMENT
DATED AS OF JUNE ___ 2003
BY AND AMONG
US DATAWORKS, INC.
AND EACH INVESTOR NAMED THEREIN
The undersigned hereby executes and delivers this Note and Warrant
Conversion Agreement (the "AGREEMENT") to which this Signature Page is attached
effective as of
_____________
dt 1545394
;
 Arnold & Porter
As referenced in this Note and Warrant Conversion Agreement:
Arnold & Porter – address provided by the Investor on its counter-part signature
page.
with a copy to:
Arnold & Porter
1900 Avenue of the Stars, 17th Floor
Los Angeles, California 90067
Attention: Daniel M.
dt 29297
;
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