WARRANT AMENDMENT AGREEMENT
Warrant Amendment Agreement, dated as of September 7, 2000, between U.S.
Wireless Data, Inc. (the "Company") and _______________ (the "undersigned"). The
undersigned owns certain unit purchase warrants ("Unit Warrants") which are
currently exercisable at $1.50 per unit for units ("Units") consisting of shares
of Series C Convertible Preferred Stock (the "Underlying Preferred Stock"),
convertible into Common Stock at $1.50 per share, and warrants (the "Underlying
Warrants"), exercisable for Common Stock at $1.50 per share. To enable the
Company to simplify its capital structure, for $1.00 and other good and valuable
consideration, receipt whereof is hereby acknowledged, the Company and
undersigned agree that the Unit Warrants are hereby amended so that they shall
hereafter be exercisable, at $1.50 per share, solely for that number of shares
of Common Stock into which the Underlying Preferred Stock and the Underlying
Warrants are respectively convertible and exercisable. The Company agrees to
issue to the undersigned new warrants, in substantially the form of the warrants
issued to investors in the recently completed private placement of Units led by
Commonwealth Associates, and the undersigned agrees to surrender its Unit
Warrants in exchange therefor, provided that the amendments to the Unit Warrants
contemplated hereby are effective as of the date hereof, notwithstanding that
such exchange has not yet been effectuated.
IN WITNESS WHEREOF, the parties have executed this agreement as of the 7th
day of September, 2000.
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By:
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Name:
Title:
U.S. WIRELESS DATA, INC.
By:
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Name:
Title:
