US DATAWORKS, INC.
ONE SUGAR CREEK CENTER BLVD
SUGAR LAND, TEXAS 77478
July 11, 2102
One Sugar Creek Center Blvd.
Sugar Land, Texas
Attention: Charles E. Ramey and John L. Nicholson, M.D.
|RE:||Secured refinance note dated August 13, 2008 executed by the Company in favor of John L. Nicholson, M.D. , as amended by those
certain Note Modification Agreements dated February 19, 2009, May 20, 2009, June 26, 2009 and December 18, 2010 and that certain
Loan Restructuring Agreement dated February 9, 2010 (the “Nicholson Refinance Note”)|
Secured refinance note dated August 13, 2008 executed
by the Company in favor of Charles E. Ramey, as amended by those certain Note Modification Agreements dated February 19, 2009,
May 20, 2009, June 26, 2009, December 18, 2010 and that certain Loan Restructuring Agreement dated February 9, 2010 (the “Ramey
Refinance Note” and together with the Nicholson Refinance Note, the “Refinance Notes”)
Dear Chuck and John:
Based on recent discussions between you and the Board of Directors
of US Dataworks, Inc. (the “Company”), it is the Company’s understanding that you are willing to enter into certain
agreements with respect to the Refinance Notes. The purpose of his letter is to confirm this understanding in a way that becomes
contractually binding on you and the Company.
Therefore, in furtherance thereof, by executing and delivering
this letter as indicated below, you hereby confirm and agree as follows:
In the interest in supplementing the liquidity and
working capital needs of the Company through June 30, 2013, we are willing to defer interest payments on the Refinance Notes on
an "as needed" basis. We agree not to take any action against the Company including calling the Refinance Notes or filing
a lawsuit relative to the deferral of the interest payments during that period. This letter shall constitute a continuing waiver
of any past, current or future defaults under the Refinance Notes arising out of the Company’s failure to make timely interest
payments due thereon, which continuing waiver will expire at midnight on June 30, 2013.
If the foregoing accurately reflects your agreements and understandings,
please so indicate by signing and dating this letter as indicated below and returning same to the Company. Thank you for your assistance
in this matter.
||Very Truly Yours,|
||/s/ J. Patrick Millinor, Jr.|
||J. Patrick Millinor, Jr. Director|
ACCEPTED AND AGREED TO:
|/s/ John L. Nicholson, M.D.
||Date: July 11, 2012|
|John L. Nicholson, M.D.
|/s/ Charles E. Ramey
||Date: July 11, 2012|
|Charles E. Ramey