Exhibit 10.5
PUT GRANTOR FEE AGREEMENT
This
Agreement, made and entered into this 13 th day of
November, 2007, by and between US Dataworks, Inc., a Nevada
corporation (the “Company” ) Charles E. Ramey
and John Nicholson, each an individual and undersigned to this
Agreement (each referred to as a “ Put Grantor”
and collectively as the “ Put Grantors ”).
WHEREAS , the Company and
certain investors listed on the Schedule of Buyers, attached to
that certain Securities Purchase Agreement, dated October 31,
2007 (the “Securities Purchase Agreement
, ” attached hereto as
Exhibit A ; such investors hereinafter referred to as
the “ Buyers ” ) have
entered into that certain Securities Purchase Agreement of even
date herewith pursuant to which Buyers will purchase a promissory
note for Four Million Dollars ($4,000,000) (the
“Note” ) upon which interest shall accrue at the
rate of approximately Ten Percent (10%) per annum. A copy of the
Note is attached hereto as Exhibit B ;
WHEREAS, as a condition to the
Buyers’ obligation to purchase the Note under the Securities
Purchase Agreement, Buyers require that the Put Agreement (the
“Put Agreement” ), substantially in the form of
Exhibit C attached hereto, be executed by the Put
Grantors and delivered to such Buyers;
WHEREAS, subject to the other terms
and conditions herein contained, each of the Put Grantor agrees to
execute and deliver the Put Agreement in connection with the
Securities Purchase Agreement.
NOW
THEREFORE
Section 1. Put Grantor Fee Amount . In consideration of
the Put Grantors’ execution and delivery of the Put
Agreement, the Company agrees to pay a fee (hereinafter the
“Put Grantor Fee” ) to be shared equally between
the Put Grantors. The Put Grantor Fee shall be calculated as
follows: (i) two percent (2%) of the Note principal balance
for the first six months of the Note’s term; (ii) two
percent (2%) of the Note principal balance for the next twelve
months of the Note’s term; and, (iii) two percent (2%)
of the Note principal balance for the remaining eighteen months of
the Note’s term. The Put Grantor Fee shall accrue until that
certain date (the “Payment Date” ) it shall
become due and payable, the earliest of: (i) an occurrence of
a Fundamental Transaction (as defined in the Securities Purchase
Agreement) involving the Company; (ii) the demand for payment
is made by the Buyers, in accordance with the terms of the Note;
or, (iii) the Note’s maturity date. On the Payment Date
the Company shall pay the Put Grantor the Put Grantor Fee in cash.
This section nothwithstanding,the Put Grantor Fee may only be paid
after the complete repayment of the Note in accordance with its
terms.
Section 2. Duty to Satisfy the Note; Indemnity . The
Company hereby irrevocably and unconditionally agrees and
undertakes to (i) take any action that is commercially
reasonable so as (a) to satisfy the terms and conditions of
the Note and to avoid any breach therein, and (b) avoid the
occurrence of any Material Adverse Effect upon the Company which
would cause the
US
Dataworks, Inc.
Put Grantor Fee Agreement
November 14, 2007
-1-
Buyers
to accrue the right to pursue the remedies available under the Put
Agreement; and, (ii) indemnify and hold harmless the Put Grantor
against and from all costs, losses, damages, actions, proceedings,
claims, demands, liabilities, charges and expenses of whatsoever
nature and howsoever arising (hereinafter, “ Claims
”) that the Put Grantor may incur, suffer or sustain or have
imposed on the Put Grantor by rea
