Exhibit 4.19
Ramp Corporation
00 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
July 14, 2004
Hilltop Services, Ltd.
Mevot Xxxxx 8
Ramat Gan Israel
Re: Consent under, and termination of, Section 4(l) to Common Stock
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and Warrant Purchase Agreement and Issuance of Hilltop Note and
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Hilltop Warrants
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Gentlemen:
Reference is made to: (i) that certain Common Stock and Warrant
Purchase Agreement, dated as of March 4, 2004 (the "Purchase Agreement"), by and
between Ramp Corporation, a Delaware corporation (the "Company"), and Hilltop
Services, Ltd., an Anguilla corporation ("Hilltop"), (ii) that certain Common
Stock Purchase Warrant No. W-M04-1, dated March 5, 2004 (the "Original Hilltop
Warrant"), exercisable into 2,173,913 shares of common stock, par value $.001
per share, of the Company ("Common Stock"), at an exercise price of $.80 cents
per share ("Exercise Price"), issued by the Company to the Investor; (iii) that
certain Note and Warrant Purchase Agreement (the "New Purchase Agreement"),
dated as of the date hereof, by and between the Company and each of Cottonwood
Ltd. and Willow Bend Management Ltd. (together, the "New Investors"), (iv) those
certain Promissory Notes, dated as of the date hereof, in the aggregate
principal amount of $4,200,000 issued by the Company (collectively, the "Notes")
and payable to the New Investors, and (v) those certain warrants issued to the
New Investors as of the date hereof as follows: (a) Common Stock Purchase
Warrants (the "First Warrants") exercisable into an aggregate of 9,367,646
shares of Common Stock at an exercise price of $0.11 cents per share, (b) Common
Stock Purchase Warrants (the "Second Warrants"), exercisable into an aggregate
of 9,367,646 shares of Common Stock, at an exercise price of $0.15 cents per
share, (c) Common Stock Purchase Warrants (the "Third Warrants"), exercisable
into an aggregate of 9,367,646 shares of Common Stock at an exercise price of
$0.35 cents per share and (d) Common Stock Purchase Warrants (the "Fourth
Warrants" and, collectively with the First Warrants, the Second Warrants and the
Third Warrants, the "Warrants"), exercisable into an aggregate of 9,367,646
shares of Common Stock at an exercise price of $0.40 cents per share. The
entering into the New Purchase Agreement with the New Investors, and the
issuance of the Notes and Warrants to the New Investors in connection with the
New Purchase Agreement to a price below the Purchase Price (as defined in the
Purchase Agreement) are hereby collectively referred to herein as the
"Transactions".
Hilltop acknowledges and agrees that the Company is entering into the
Note Purchase Agreement and issuing the Notes in order to provide the necessary
financing to allow the Company to meet its current cash needs for the
continuation of its business operations. Therefore, Hilltop hereby consents to
the closing of the Transactions pursuant to Section 4(1)(i) of the Purchase
Agreement and Hilltop and the Company agree that the Purchase Price (as defined
in the Purchase Agreement) shall be reduced from $0.46 cents per share. As a
result of the anti-dilution provisions contained in Section 4(1)(ii) of the
Purchase Agreement, Hilltop and the Company agree that the Adjusted Purchase
Price shall equal eighty percent (80%) multiplied by $0.11 cents per share (the
exercise price of the First Warrant), or $0.088 cents per share, and the Company
shall issue to Hilltop an aggregate of 56,818,182 shares of Common Stock less
the Unissued Shares (as defined below), for an aggregate number of shares equal
to 35,000,000 as a result of the Transactions (the "Additional Shares of Common
Stock"). The Company and Hilltop
Hilltop Services Ltd.
July 14, 2004
Page 2
agree that any Additional Shares of Common Stock that have not been previously
registered with the Securities and Exchange Commission under that certain
registration rights agreement dated as of March 4, 2004 by and between the
Company and Hilltop shall be included for registration on the Company's next
registration statement filed with the Securities and Exchange Commission.
Hilltop and the Company further agree that, in consideration for
Hilltop's agreement to waive any and all of its rights to an additional
21,818,182 shares (the "Unissued Shares") otherwise issuable to Hilltop under
Section 4(l)(i) and 4(l)(ii) of the Purchase Agreement, and for Hilltop's
agreement that, in connection with this agreement, Section 4(l)(i) and 4(l)(ii)
of the Purchase Agreement shall be terminated in their entirety and null and
void, the Company shall issue to Hilltop: (i) a promissory note (the "Hilltop
Note") in favor of Hilltop in the principal amount of $1,920,000, (ii) Common
Stock Purchase Warrants (the "First Hilltop Warrants") exercisable into
4,282,354 shares of Common Stock at an exercise price of $0.11 cents per share,
(b) Common Stock Purchase Warrants (the "Second Hilltop Warrants"), exercisable
into 4,282,354 shares of Common Stock, at an exercise price of $0.15 cents per
share, (c) Common Stock Purchase Warrants (the "Third Hilltop Warrants"),
exercisable into an aggregate of 4,282,354 shares of Common Stock at an exercise
price of $0.35 cents per share and (d) Common Stock Purchase Warrants (the
"Fourth Hilltop Warrants" and, collectively with the First Hilltop Warrants, the
Second Hilltop Warrants and the Third Hilltop Warrants, the "Hilltop Warrants"),
exercisable into an aggregate of 4,282,354 shares of Common Stock at an exercise
price of $0.40 cents per share. The Hilltop Note and the Hilltop Warrants shall
contain the identical terms and conditions as set forth in the Notes and
Warrants. The Company and Hilltop agree that any shares of Common Stock issuable
upon conversion of the Hilltop Note and the exercise of the Hilltop Warrants
shall be included for registration on the Company's next registration statement
filed with the Securities and Exchange Commission, and Hilltop shall have
registration rights identical to the terms and conditions set forth in the
Registration Rights Agreement dated as of the date hereof by and among the
Company and the New Investors.
On the condition that the Original Hilltop Warrant with respect to all
of the shares of Common Stock underlying such warrant is exercised and the
aggregate exercise price of $2,174 is received by the Company within three (3)
days from the date hereof, the Exercise Price with respect to all of the shares
of Common Stock underlying the Original Hilltop Warrant then being exercised
shall be reduced from $.80 cents per share to $.001 cent per share, and each of
the Purchase Agreement and Original Hilltop Warrant are hereby deemed amended to
reflect the foregoing.
As promptly as practicable but no later than three (3) business days
following the exercise of the Original Hilltop Warrant, the Company shall take
such actions as it shall deem necessary or appropriate to deliver the final
prospectus, as amended or supplemented, relating to the sale of the shares of
Common Stock underlying the Original Hilltop Warrant under the Securities Act of
1933, as amended, and deliver same to the Investor prior to its sale of shares
of Common Stock underlying the Original Hilltop Warrant. The Investor agrees
that it shall not sell any shares of Common Stock underlying the Original
Hilltop Warrant pursuant to the Registration Statement on Form S-3, No.
333-114734, without proper delivery of the final prospectus, as amended or
supplemented.
Hilltop further agrees that, in connection with this agreement, it
hereby waives any and all liquidated damages resulting from the late filing and
effectiveness of the Registration Statement covering the initial shares issued
to Hilltop.
Except as set forth herein, the provisions of the Purchase Agreement
shall be unmodified and shall remain in full force and effect.
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Hilltop Services Ltd.
July 14, 2004
Page 3
Please confirm your agreement to the foregoing by executing the
enclosed copy of this letter and returning it to the undersigned, whereupon it
shall become a binding agreement between us as of the date hereof.
Very truly yours,
RAMP CORPORATION
By: ________________________
Name: Xxxxxx Xxxxx
Title: President
ACCEPTED AND AGREED TO:
HILLTOP SERVICES, LTD.
By:____________________________
Name:
Title:
