Common use of Common Stock Purchase Clause in Contracts

Common Stock Purchase. Upon the execution of this Agreement and payment in full and in cash of the Subscription Amount, the Purchaser shall receive ______________ shares of Common Stock, which equals the Subscription Amount divided by the Per Share Price of Two Dollars ($2.00). In the event that the average closing price for the Common Stock for the Price Reset Period is less than Two Dollars ($2.00), the Per Share Price shall be adjusted to equal the average closing price for the Common Stock for the thirty (30) Trading Days immediately preceding December 1, 2003, discounted by twenty-five percent (25%); provided, however, that under no circumstance will the Per Share Price be less than Sixty Cents ($0.60). Should the Per Share Price be adjusted as a result of the condition described in the previous sentence, the Company shall issue to Purchaser, within three (3) Trading Days, the additional shares of Common Stock necessary to give Purchaser that amount equal to the Subscription Amount divided by the (adjusted) Per Share Price less the number of shares previously issued hereunder. -3- US Dataworks, Inc. Common Stock and Warrants Agreement October 2, 2003

Common Stock Purchase. Upon the execution of this Agreement and payment in full and in cash of the Subscription Amount, the Purchaser shall receive ______________ 417,084 shares of Common Stock, which equals the Subscription Amount divided by the Per Share Price of Two Dollars ($2.00). In the event that the average closing price for the Common Stock for the Price Reset Period is less than Two Dollars ($2.00), the Per Share Price shall be adjusted to equal the average closing price for the Common Stock for the thirty (30) Trading Days immediately preceding December 1, 2003, discounted by twenty-five percent (25%); provided, however, that under no circumstance will the Per Share Price be less than Sixty Cents ($0.60). Should the Per Share Price be adjusted as a result of the condition described in the previous sentence, the Company shall issue to Purchaser, within three (3) Trading Days, Purchaser the additional shares of Common Stock necessary to give Purchaser that amount equal to the Subscription Amount divided by the (adjusted) Per Share Price less the number of shares previously issued hereunder. -3- US Dataworks, Inc. Common Stock and Warrants Agreement October 2, 2003.