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, injunc
