EXHIBIT 10.13
FORM OF WARRANT AGREEMENT
WARRANT AGREEMENT dated as of ___________, 200_ between US Dataworks, Inc.
(formerly Sonicport, Inc.) a Nevada corporation (the "Company"), and
______________ ("Warrant Holders").
WHEREAS, the Company proposes to issue to Warrant Holder _______ WARRANTS (the
"Warrants"), each such Warrant entitling the Warrant Holders thereof to purchase
one share of Common Stock, $0.0001 par value per share, of the Company (the
"Shares" or the "Common Stock") at an exercise price per share equal to
_____________ ($____), the market price of the Company's common stock on the
Closing Date ("the Exercise Price").
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:
SECTION 1. WARRANT CERTIFICATES. The Warrant Certificates to be delivered
pursuant to this Agreement (the "Warrant Certificates") shall be delivered to
Warrant Holders within 5 days following the execution and delivery of this
Agreement by Company and Warrant Holders. The Warrant Certificates shall be
executed on behalf of the Company by its Chief Executive Officer, President or
any Vice President under its corporate seal reproduced thereon and attested by
its corporate secretary or one of its assistant secretaries. Warrant
Certificates may be exchanged at the Warrant Holder's option, when surrendered
to the Company for another Warrant Certificate or other Warrant Certificates of
like tenor sad representing in the aggregate a like number of Warrants.
SECTION 2. RIGHT TO EXERCISE WARRANTS. Each Warrant may be exercised from the
date of this Agreement until 11:59 P.M. (Los Angeles time) on ___________, 200_
(the "Expiration Date") pursuant to the provisions set forth in Section 3
hereof. Each Warrant not exercised on or before the Expiration Date shall
expire. Subject to the provisions of this Warrant Agreement, the Holders of each
Warrant shall have the right to purchase from the Company, and the Company
shall, issue and sell to each such Warrant Holders at the Exercise Price,
provided that subject to adjustment as provided herein, one fully paid and
nonassessable Share upon surrender to the Company of the Warrant Certificate
evidencing such Warrant, with the form of election to purchase duly completed
and signed and evidence of payment of the Exercise Price.
Upon surrender of such Warrant Certificate and payment of the Exercise Price,
the Company shall cause to be issued and delivered promptly to the Warrant
Holders a certificate for the Shares issuable upon the exercise of the Warrant
or Warrants evidenced by such Warrant Certificate. The Warrants evidenced by a
Warrant Certificate shall be exercisable at the election of the Warrant Holders
thereof, subject to the provisions of Section 3 hereof
SECTION 3. RESERVATION OF SHARES. The Company will at all times reserve and keep
available, free from preemptive rights, out of the aggregate of its authorized
but unissued Shares or its authorized and issued Shares held in its treasury for
the purpose of enabling it to satisfy any obligation to issue Shares upon
exercise of Warrants, the full number of Shares deliverable upon the exercise of
all outstanding Warrants. The Company covenants that all Shares, which may be
issued upon exercise of Warrants, will be validly issued, fully paid and
nonassessable outstanding Shares of the Company.
SECTION 4. REGISTRATION UNDER THE SECURITIES ACT OF 1933. Warrant Holders
represents and warrants to the Company that Warrant Holders is acquiring the
Warrants for investment and with no present intention of distributing or
reselling any of the Warrants. The Shares and the certificate or certificates
evidencing any such Shares shall bear the following legend:
"THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT
IS AVAILABLE.
Certificates for Shares without such legend shall be issued if such Shares are
sold pursuant to an effective registration statement under the Act or if the
Company has received an opinion from counsel reasonably satisfactory to counsel
for the Company, that such legend is no longer required reader the Act.
Certificates for Warrants or Shares shall also bear such legends as may be
required from time to time by law.
SECTION 5. RULE 144 If the Company shall be subject to the reporting
requirements of Section 13 of the 1934 Act, the Company will use its best
efforts to file timely all reports required to be filed from time to time with
the Commission (including but not limited to the reports under Section 13 and
15(d) of the 1934 Act referred to in subparagraph (c)(1) of Rule 144 adopted by
the Commission under the Act). If there is a public market for any Shares of the
Company at any time that the Company is not subject to the reporting
requirements of either of said Section 13 or 15(d), the Company will, upon the
request of any holder of any Shares or Warrants, use its best efforts to make
publicly available the information concerning the Company referred to in
subparagraph (c)(2) of said Rule 144. The Company will furnish to each holder of
any Shares or Warrants, promptly upon request, (i) a written statement of the
Company's compliance with the requirements of subparagraphs (c)(1) or (c)(2,) as
the case may be, of said Rule 144, and (ii) written information concerning the
Company sufficient to enable such holder to complete any Form 144 required to be
filed with the Commission pursuant to said Rule 144.
SECTION 6. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES AND CLASS OF
CAPITAL STOCK PURCHASABLE. The Exercise Price and the number of Shares and
classes of capital stock of the Company purchasable upon the exercise of each
Warrant are subject to adjustment from time to time as set forth in this Section
5.
ADJUSTMENT FOR CHANGE IN CAPITAL STOCK. If the Company: pays a dividend
or makes a distribution on its Common Stock, in each case, in Shares of
its Common Stock; subdivides its outstanding Shares of Common, Stock
into a greater number of Shares; combines its outstanding Shares of
Common Stock into a smaller number of Shares; makes a distribution on
its Common Stock in Shares of its capital stock other than Common
Stock; or issues by reclassification of its Shares of Common Stock any
Shares of its capital stock; then the number and classes of Shares
purchasable upon exercise of each Warrant in effect immediately prior
to such action shall be adjusted so that the holder of any Warrant
thereafter exercised may receive the number and classes of Shares of
capital stock of the Company which such Warrant Holders would have
owned immediately following such action if such Warrant Holders had
exercised the Warrant immediately prior to such action.
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CONSOLIDATION, MERGER OR SALE OF THE COMPANY. If the Company is a party
to a consolidation, merger or transfer of assets that reclassifies or
changes its outstanding Common Stock, the successor corporation (or
corporation controlling the successor corporation or the Company, as
the case may be) shall by operation of law assume the Company's
obligations under this Warrant Agreement. Upon consummation of such
transaction the Warrants shall automatically become exercisable for the
kind and amount of securities, cash or other assets that the holder of
a Warrant would have owned immediately after the consolidation, merger
or transfer if the Warrant Holders had exercised the Warrant
immediately before the effective date of such transaction As a
condition to the consummation of such transaction, the Company shall
arrange for the person or entity obligated to issue securities or
deliver cash or other assets upon exercise of the Warrant to,
concurrently with the consummation of such transaction, assume the
Company's obligations hereunder by executing an instrument so providing
and further providing for adjustments which shall be as nearly
equivalent as may be practical to the adjustments provided for in this
Section.
SECTION 7. NOTICES TO COMPANY AND WARRANT HOLDERS. Any notice or demand
authorized by this Agreement to be given or trade by any registered holder of
any Warrant Certificate to or on the Company shall be sufficiently given or made
if sent by registered mail, postage prepaid, addressed (until another address is
filed in writing by the Company with the Warrant Holders) to the Company at
00000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx 00000.
Any notice pursuant to this Agreement to be given by the Company to Warrant
Holders shall be sufficiently given if sent by registered mail, postage prepaid,
addressed (until another address is filed in writing by Warrant Holders with the
Company) to Warrant Holders at the address provided on the signature page of
this Warrant Agreement.
SECTION 8. SUPPLEMENTS AND AMENDMENTS. The Company and Warrant Holders may from
time to time supplement or amend this Agreement in order to cure any ambiguity,
to correct or supplement any provision contained herein which may be defective
or inconsistent with any provisions herein, or to make any other provisions in
regard to matters or questions arising hereunder which the Company and Warrant
Holders may deem necessary or desirable and which the Company and Warrant
Holders deem shall not adversely affect the interests of other Warrant Holders.
SECTION 9. SUCCESSORS. All the covenants and provisions of this Agreement by or
for the benefit of the Company or Warrant Holders shall bind and inure to the
benefit of their respective successors and assigns hereunder.
SECTION 10. GOVERNING LAW. This Agreement and each Warrant Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of
California, and for all proposes shall be governed by and construed in
accordance with the laws of said State.
SECTION 11. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all proposes be deemed to
be an original, and such counterparts shall together constitute one and the same
instrument
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, as of the date and year first above written.
US Dataworks, Inc.
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Xxxxxxx Xxxxxxx
Its: Chief Financial Officer
Signature:
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Name:
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Signature:
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Name:
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Address:
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