Exhibit 4.11
PLACEMENT AGENCY AGREEMENT
THIS AGREEMENT (
“Agreement” ) is made as of the 20th day of
April 2005, by and between US Dataworks, Inc., a Nevada
corporation (the “ Company” ), and JPC Capital
Partners, Inc., a Delaware corporation (the
“Agent” ).
WITNESSETH:
WHEREAS, the
Company desires to consider strategic alternatives available to it
which include, but are not limited to, issuing and selling equity
and/or debt of the Company in the amount of up to and including
$7,500,000.00; and
WHEREAS, the Agent
has offered to assist the Company in the procurement, if necessary,
of potential purchasers of the Company’s equity and/or debt,
and the Company desires to secure the services of the Agent on the
terms and conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in
consideration of the premises and the mutual promises, conditions
and covenants herein contained, the parties hereto do hereby agree
as follows:
1.
Engagement of Agent . The Company hereby appoints the Agent
as non-exclusive Agent to procure potential purchasers of the
Company’s equity and/or debt (the “Agent
Services” ). The Agent, on the basis of the
representations and warranties herein contained, but subject to the
terms and conditions herein set forth, accepts such appointment.
This appointment shall be irrevocable for the period commencing as
of the date hereof and ending upon the termination of the Agreement
in accordance with Section 7 hereof (the
“Term” ).
2.
Representations and Warranties of the Company . In order to
induce the Agent to enter into this Agreement, the Company hereby
represents and warrants to and agrees with the Agent as
follows:
(a)
Accuracy of Information . All information provided by the
Company to the Agent regarding the Company is true and does not
omit any material fact necessary to make such information, in light
of the circumstances under which it was delivered, not misleading.
If during the Term, any event occurs or any event known to the
Company relating to or affecting the Company and/or the Agent shall
occur as a result of which the information provided to the Agent
becomes incorrect or misleading, the Company shall inform the Agent
of such occurrence within a reasonable period of time.
(b) No
Defaults . The execution and delivery of this Agreement, and
the consummation of the transactions herein contemplated, and
compliance with the terms of this Agreement will not conflict with
or result in a material breach of any of the terms, conditions or
provisions of, or constitute a default under, the Articles of
Incorporation or By-Laws of the Company (in any respect that is
material to the Company), any material note, indenture, mortgage,
deed of trust, or other agreement or instrument to which the
Company is a party or by which the Company or any property of the
Company is bound, or to the Company’s knowledge, any existing
law, order, rule, regulation, writ, injunction or decree of any
government,
governmental instrumentality,
agency or body, arbitration tribunal or court, domestic or foreign,
having jurisdiction over the Company or any property of the
Company.
(c)
Incorporation and Authorization . The Company is duly formed
and validly existing in good standing as a corporation under the
laws of the State of its incorporation. The execution and delivery
by the Company of this Agreement have been duly authorized by all
necessary action, and this Agreement is the valid, binding and
legally enforceable obligation of the Company.
3.
Representations and Warranties of the Agent . In order to
induce the Company to enter into this Agreement, the Agent hereby
represents and warrants to and agrees with the Company as
follows:
(a) No
Defaults . The execution and delivery of this Agreement, and
the consummation by the Agent of the transactions herein
contemplated, and the compliance by the Agent with the terms of
this Agreement will not conflict with or result in a breach of any
of the terms, conditions or provisions of, or constitute a default
under, the Articles of Incorporation or By-Laws of the Agent (in
any respect that is material to the Agent), any material note,
indenture, mortgage, deed of trust, or other agreement or
instrument to which the Agent is a party or by which the Agent or
any property of the Agent is bound, or to the Agent’s
knowledge, any existing law, order, rule, regulation, writ,
injunction or decree of any governm
