EXHIBIT 10.36
FEE PAYMENT AGREEMENT
THIS FEE PAYMENT AGREEMENT, dated as of March 11, 2005 (this
"Agreement"), is by and between Ramp Corporation, a Delaware corporation
("Company"), having an address at 00 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000 and
PC Newco, LLC, a New York limited liability company (the "Agent"), having an
address at The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, as a collection agent for Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, a New
York limited liability partnership (the "Firm"), having an address at The
Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
WITNESSETH:
WHEREAS, the Firm has represented the Company and its subsidiaries in
various general corporate and securities matters and the Firm has rendered
invoices for the period ended March 11, 2005 (together, the "Outstanding
Invoice") in connection with such matters in the amount of $377,453.19.
WHEREAS, the Company desires to make payment of the Outstanding Invoice
to the Firm for such representation and to provide for payment of future
invoices by the Firm for such matters; and
WHEREAS, the Company has offered to pay the Outstanding Invoice in
shares of common stock, par value $.001, of the Company, and the Agent, for the
benefit of the Firm, is willing to accept such shares as partial payment of the
Outstanding Invoice, on the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Agent hereby agree as follows:
1. Payment in Stock. The Company shall issue an aggregate of 350,000 shares of
common stock, par value $.001 per share (the "Shares"), to the Agent, as a
collection agent for Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, in partial payment
of services rendered by the Firm in connection with the representation of the
Company and for services to be rendered thereafter with regards to general
corporate and securities matters for the period ending through March 11, 2005
(the "Transaction Matters"). The Shares shall be "restricted securities", as
such term is defined under Rule 144 of the Securities Act. The Agent agrees to
use its best efforts to sell the Shares in the open market within ninety (90)
days after the effective date of the registration statement which includes the
Shares for registration with the Securities and Exchange Commission; provided,
however, that the number of Shares sold by the Agent on any trade day shall not
exceed ten percent (10%) of the average daily volume for the preceding five days
as reported by AMEX. The Company agrees that if the sale of the Shares by the
Agent results in net cash proceeds to the Firm that is less than the Outstanding
Invoice owed or any future balances owed to the Firm in connection with the
Transaction Matters, the Company shall pay the Firm an amount of cash so that
the net cash proceeds from the sale of such Shares, together with such cash
payment, shall equal the Outstanding Invoice owed or any future balance owed to
the Firm in connection with the Transaction Matters. The issuance of the Shares
and the effectiveness of this Agreement is conditioned upon the effectiveness of
a registration statement on Form S-3 covering the Shares which registration
statement shall be filed by the Company with the Securities and Exchange
Commission. The Company covenants and agrees to include the Shares on its next
Registration Statement on Form S-3 to be filed by the Company with the
Securities and Exchange Commission.
2. Miscellaneous. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York. All the terms of this
Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective assigns of the parties hereto,
whether so expressed or not. This Agreement embodies the entire agreement and
understanding among the parties hereto relating to the subject matter of this
Agreement. All notices from any party to this Agreement shall be mailed or
delivered to the other party to the address set forth in the preamble to this
Agreement. This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
RAMP CORPORATION
By:_______________________________
Name: Xxxxxx Xxxxx
Title: Chief Executive Officer
PC NEWCO LLC
By:_________________________________
Name:
Title:
