NEITHER THE ISSUANCE OF THE SECURITIES
REPRESENTED HEREBY (NOR THE ISSUANCE OF THE SECURITIES INTO WHICH
THESE SECURITIES ARE EXERCISABLCE) HAVE BEEN, OR WILL BE,
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR UNDER APPLICABLE STATE SECURITIES LAWS. AS A
RESULT, THE SECURITIES REPRESENTED HEREBY (AND THE SECURITIES INTO
WHICH THESE SECURITIES ARE EXERCISABLE) ARE, AND WILL BE, SUBJECT
TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION UNDER OR
EXEMPTION THEREFROM. THE HOLDER OF THIS COMMON STOCK
PURCHASE WARRANT SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME. THE ISSUER OF THE SECURITIES REPRESENTED HEREBY
(AND THE SECURITIES INTOWHICH THESE SECURITIES ARE EXERCISABLE) MAY
REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN
COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.
US DATAWORKS, INC.
COMMON STOCK PURCHASE
WARRANT
BY THIS COMMON STOCK PURCHASE WARRANT (this "
Warrant "), issued effective as of June 26, 2009, U.S.
DATAWORKS, INC. , a Nevada corporation (the " Company
"), certifies that, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, received
from CHARLES E. RAMEY , an individual and the Chairman and
CEO of the Company (the “ Holder” ), the Holder
is entitled to subscribe for and purchase from the Company, subject
to the terms and conditions set forth herein, at any time on or
after the date of this Warrant, but prior to June 26, 2014 ,
or, if such date is not a business day, the next succeeding
business day (the “ Expiration Date ”),
354,141 fully paid and non-assessable shares (the "
Shares ") of the Company's common stock, $ .0001 par value
per share (the " Common Stock "), at a price per share equal
to $0.43 (the " Exercise Price ").
1.
Exercise of this Warrant .
(a) This
Warrant may be exercised at any time after the date of this Warrant
and before the close of business on the Expiration Date, by the
surrender of this Warrant and the Notice of Exercise annexed hereto
at the principal executive office of the Company (or such other
office or agency of the Company as it may designate by notice in
writing to the Holder at the address of the Holder appearing on the
books of the Company), and upon payment of the Exercise Price of
the Shares thereby purchased (by cash or by check or bank draft
payable to the order of the Company in an amount equal to the total
Exercise Price of the Shares thereby purchased); whereupon the
Holder shall be entitled to receive a certificate for the number of
Shares so purchased. The Company agrees that if at the
time of the surrender of this Warrant and purchase of the Shares,
the Holder shall be entitled to exercise this Warrant, the Shares
so purchased shall be issued to Holder as the record owner of such
Shares as of the close of business on the date on which this
Warrant shall have been exercised in accordance with this
Warrant.
(b) Certificates
for Shares purchased hereunder shall be delivered to the Holder
within a reasonable time after the date on which this Warrant shall
have been exercised in accordance with this Warrant.
(c) The
Company covenants that all Shares which may be issued upon the
exercise of this Warrant will, upon exercise of the rights
represented by this Warrant, be fully paid and nonassessable and
free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).
(a) In
lieu of accepting payment of the Exercise Price in cash, the
Company may, in its sole discretion, require payment of all or a
portion of the total Exercise Price in Shares pursuant to a
cashless, or net, exercise in accordance with this Section
2. In the event the Company elects to receive all or a
portion of the total Exercise Price in Shares, the number of net
Shares the Holder will receive upon exercise of this Warrant (for
that portion of this Warrant for which the Exercise Price is being
paid in Shares) will be calculated as follows:
X = the
number of net Shares to be Issued to Holder
Y = the
number of Shares for which this Warrant is
beingexercised
A = the
per Share Fair Market Value (as defined below)
B = the
per share Exercise Price
(b) For
purposes of this Section 2, the “per Share Fair Market
Value” shall be:
(i) if
the Common Stock is traded on the American Stock Exchange (or other
national securities exchange or the NASDAQ), the average of the
closing sales price reported by the American Stock Exchange (or
such other national securities exchange or the NASDAQ) for the ten
(10) consecutive trading days immediately preceding the date on
which this Warrant is exercised; or
(ii) if
the Common Stock is quoted in an over-the-counter market, such as
the Pink Sheets, the average of the closing sales price reported on
such over-the-counter market for the twenty (20) consecutive
trading days immediately preceding the date on which this Warrant
is exercised; or
(iii) if
the Common Stock is not listed on any national securities exchange
(or on the NASDAQ) or quoted in any over-the-counter
market, the per share price of the Common Stock as
determined in good faith by the Company's Board of
Directors.
3.
No Rights as a Stockholder . This Warrant does
not entitle the Holder to any voting rights or other rights as a
stockholder of the Company (including the right to receive any cash
or other dividend payable to stockholders) prior to the exercise
thereof.
4.
Corporate Proceedings . The existence of this Warrant shall
not affect in any way the right or power of the Company or its
officers, directors and shareholders, as the case may be, to (i)
make or authorize any adjustment, recapitalization,
reorganiz
