Exhibit 10.4
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NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES
ADDITIONAL INVESTMENT RIGHT
To Purchase $________ principal amount of Convertible Debentures and Warrants of
Ramp Corporation
THIS ADDITIONAL INVESTMENT RIGHT (the "AIR") certifies that, for value
received, _____________ (the "Holder"), is entitled, upon the terms and subject
to the limitations on exercise and the conditions hereinafter set forth, at any
time on or after the date hereof (the "Initial Exercise Date") and on or prior
to the close of business on the earlier of (a) the six month anniversary of the
Effective Date and (b) the two year anniversary of the Initial Exercise Date
(the "Termination Date") but not thereafter, to subscribe for and purchase from
Ramp Corporation, a Delaware corporation (the "Company"), up to $_____________
principal amount of convertible debentures (the "AIR Debenture") and warrants to
purchase shares of Common Stock, par value $0.001 per share, of the Company (the
"Common Stock") as described herein at an exercise price of $2.40, per share
(the "AIR Warrant Exercise Price") (subject to adjustment hereunder and
thereunder) (the "AIR Warrant"). Upon the purchase hereunder of an AIR
Debenture, the Holder shall receive a warrant to purchase a number of shares of
Common Stock equal to 100% of the shares of Common Stock issuable upon
conversion of such AIR Debenture based upon the Conversion Price as of the date
hereof. The initial conversion price of the AIR Debenture shall be equal to
$2.40, as described in the Debenture, subject to adjustment thereunder and
hereunder ("AIR Debenture Conversion Price"). The AIR Debenture and AIR Warrant
shall be in the form of the Debenture and Warrants (with the same rights,
privileges and preferences set forth in the Transaction Documents, including
without limitation, the Debenture) issued pursuant to the Purchase Agreement,
mutatis mutandis. The AIR Debenture and the AIR Warrant shall be collectively
referred to as the "AIR Securities." The AIR Warrant Exercise Price and the AIR
Debenture Conversion Price shall be collectively referred to herein as the "AIR
Conversion Price."
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Section 1. Definitions. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in that certain Securities
Purchase Agreement (the "Purchase Agreement"), dated January 12, 2005, among the
Company and the purchasers signatory thereto.
Section 2. Exercise.
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a) Exercise of AIR. Exercise of the purchase rights represented
by this AIR may be made at any time or times on or after the Initial
Exercise Date and on or before the Termination Date by delivery to the
Company of a duly executed facsimile copy of the Notice of Exercise
Form annexed hereto (or such other office or agency of the Company as
it may designate by notice in writing to the registered Holder at the
address of such Holder appearing on the books of the Company) and the
payment of the aggregate principal amount of the AIR Debentures thereby
purchased by wire transfer or cashier's check drawn on a United States
bank. Upon exercise of the AIR, the Company shall issue an AIR
Debenture with a principal amount equal to the amount paid by the
Holder and the AIR Warrant to purchase a number of shares of Common
Stock equal to 100% of the shares of Common Stock issuable upon
conversion of such AIR Debenture based upon the Conversion Price as of
the date hereof.
b) Mechanics of Exercise.
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i. Authorization of AIR Securities. The Company
covenants that during the period the AIR is outstanding,
it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the
issuance of all of the shares of Common Stock underlying
the AIR Securities (the collectively, "AIR Conversion
Shares"). The Company further covenants that its issuance
of this AIR shall constitute full authority to its
officers who are charged with the duty of executing
certificates to execute and issue the necessary
certificates for the AIR Securities upon the exercise of
the purchase rights under this AIR and certificates upon
conversion and exercise of the AIR Securities. The Company
covenants that the AIR Securities which may be issued upon
the exercise of the purchase rights represented by this
AIR and the AIR Conversion Shares issuable thereunder
will, upon exercise of the purchase rights represented by
this AIR, be duly authorized, validly issued, fully paid
and nonassessable and free from all taxes, liens and
charges in respect of the issue thereof (other than taxes
in respect of any transfer occurring contemporaneously
with such issue). The Company will take all such
reasonable action as may be necessary to assure that the
AIR Securities and AIR Conversion Shares may be issued as
provided herein without violation of any applicable law or
regulation, or of any requirements of the Trading Market
upon which the Common Stock may be listed.
ii. Delivery of Certificates Upon Exercise.
Certificates for the AIR Securities purchased hereunder
shall be delivered to the Holder within 3 Trading Days
from the delivery to the Company of the Notice of
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Exercise Form, surrender of this AIR and payment of the
principal amount as set forth above ("AIR Security
Delivery Date"). This AIR shall be deemed to have been
exercised on the date the payment of the principal amount
is received by the Company. The AIR Securities shall be
deemed to have been issued, and Holder or any other person
so designated to be named therein shall be deemed to have
become a holder of record of such security for all
purposes, as of the date the AIR has been exercised by
payment to the Company of the principal amount and all
taxes required to be paid by the Holder, if any, pursuant
to Section 2(b)(v) prior to the issuance of such security,
have been paid.
iii. Delivery of New AIRs Upon Exercise. If this AIR
shall have been exercised in part, the Company shall, at
the time of delivery of the certificate or certificates
representing the AIR Securities, deliver to Holder a new
AIR evidencing the rights of Holder to purchase the
unpurchased AIR Securities called for by this AIR, which
new AIR shall in all other respects be identical with this
AIR.
iv. Rescission Rights. If the Company fails to
deliver to the Holder a certificate or certificates
representing the AIR Securities pursuant to this Section
2(e)(iv) by the AIR Security Delivery Date, then the
Holder will have the right to rescind such exercise.
v. Charges, Taxes and Expenses. Issuance of
certificates for AIR Securities shall be made without
charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of
such certificate, all of which taxes and expenses shall be
paid by the Company, and such certificates shall be issued
in the name of the Holder or, subject to Holder's right to
assign the Warrant Shares and the federal securities laws,
in such name or names as may be directed by the Holder;
provided, however, that in the event certificates for AIR
Securities are to be issued in a name other than the name
of the Holder, this AIR when surrendered for exercise
shall be accompanied by the Assignment Form attached
hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum
sufficient to reimburse it for any transfer tax incidental
thereto.
vi. Closing of Books. The Company will not close its
records in any manner which prevents the timely exercise
of this AIR, pursuant to the terms hereof or the
conversion or exercise of the AIR Securities pursuant to
the terms hereof.
Section 3. Certain Adjustments.
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a) Stock Dividends and Splits. If the Company, at any time while
this AIR is outstanding: (A) pays a stock dividend or otherwise make a
distribution or distributions on shares of its Common Stock or any
other equity or equity equivalent securities payable
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in shares of Common Stock (which, for avoidance of doubt, shall not
include any shares of Common Stock issued by the Company pursuant to
the AIR Securities or under the Purchase Agreement), (B) subdivides
outstanding shares of Common Stock into a larger number of shares, (C)
combines (including by way of reverse stock split) outstanding shares
of Common Stock into a smaller number of shares, or (D) issues by
reclassification of shares of the Common Stock any shares of capital
stock of the Company, then in each case the AIR Conversion Price shall
be multiplied by a fraction of which the numerator shall be the number
of shares of Common Stock (excluding treasury shares, if any)
outstanding before such event and of which the denominator shall be the
number of shares of Common Stock outstanding after such event. Any
adjustment made pursuant to this Section 3(a) shall become effective
immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a
subdivision, combination or re-classification.
b) Subsequent Equity Sales. If the Company or any Subsidiary
thereof, as applicable, at any time while this AIR is outstanding,
shall offer, sell, grant any option to purchase or offer, sell or grant
any right to reprice its securities, or otherwise dispose of or issue
(or announce any offer, sale, grant or any option to purchase or other
disposition) any Common Stock or Common Stock Equivalents entitling any
Person to acquire shares of Common Stock, at an effective price per
share less than the then AIR Warrant Exercise Price (such lower price,
the "Base Share Price" and such issuances collectively, a "Dilutive
Issuance"), as adjusted hereunder (if the holder of the Common Stock or
Common Stock Equivalents so issued shall at any time, whether by
operation of purchase price adjustments, reset provisions, floating
conversion, exercise or exchange prices or otherwise, or due to
warrants, options or rights per share which is issued in connection
with such issuance, be entitled to receive shares of Common Stock at an
effective price per share which is less than the AIR Warrant Exercise
Price, such issuance shall be deemed to have occurred for less than the
AIR Warrant Exercise Price), then, the AIR Warrant Exercise Price shall
be reduced by multiplying the AIR Warrant Exercise Price by a fraction,
the numerator of which is the number of shares of Common Stock issued
and outstanding immediately prior to the Dilutive Issuance plus the
number of shares of Common Stock which the offering price for such
Dilutive Issuance would purchase at the then AIR Warrant Exercise
Price, and the denominator of which shall be the sum of the number of
shares of Common Stock issued and outstanding immediately prior to the
Dilutive Issuance plus the number of shares of Common Stock so issued
or issuable in connection with the Dilutive Issuance. Such adjustment
shall be made whenever such Common Stock or Common Stock Equivalents
are issued. The Company shall notify the Holder in writing, no later
than the Trading Day following the issuance of any Common Stock or
Common Stock Equivalents subject to this section, indicating therein
the applicable issuance price, or of applicable reset price, exchange
price, conversion price and other pricing terms (such notice the
"Dilutive Issuance Notice"). For purposes of clarification, whether or
not the Company provides a Dilutive Issuance Notice pursuant to this
Section 3(b), upon the occurrence of any Dilutive Issuance, after the
date of such Dilutive Issuance the Holder is entitled to receive a
number of securities based upon the Base Share Price regardless of
whether the Holder accurately refers to the Base Share Price in the
Notice of Exercise.
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c) Pro Rata Distributions. If the Company, at any time while this
AIR is outstanding, distributes to all holders of Common Stock (and not
to Holders) evidences of its indebtedness or assets or rights or
warrants to subscribe for or purchase any security other than the
Common Stock (which shall be subject to Section 3(b), then in each such
case the AIR Conversion Price shall be determined by multiplying such
AIR Conversion Price in effect immediately prior to the record date
fixed for determination of stockholders entitled to receive such
distribution by a fraction of which the denominator shall be the
Closing Price determined as of the record date mentioned above, and of
which the numerator shall be such Closing Price on such record date
less the then fair market value at such record date of the portion of
such assets or evidence of indebtedness so distributed applicable to
one outstanding share of the Common Stock as determined by the Board of
Directors of the Company in good faith. In either case the adjustments
shall be described in a statement provided to the Holder of the portion
of assets or evidences of indebtedness so distributed or such
subscription rights applicable to one share of Common Stock. Such
adjustment shall be made whenever any such distribution is made and
shall become effective immediately after the record date mentioned
above.
d) Fundamental Transaction. If, at any time while this AIR is
outstanding, (A) the Company effects any merger or consolidation of the
Company with or into another Person, (B) the Company effects any sale
of all or substantially all of its assets in one or a series of related
transactions, (C) any tender offer or exchange offer (whether by the
Company or another Person) is completed pursuant to which holders of
Common Stock are permitted to tender or exchange their shares for other
securities, cash or property, or (D) the Company effects any
reclassification of the Common Stock or any compulsory share exchange
pursuant to which the Common Stock is effectively converted into or
exchanged for other securities, cash or property (in any such case, a
"Fundamental Transaction"), then, upon any subsequent exercise of this
AIR the Holder shall have the right to receive upon conversion or
exercise of the AIR Securities, as applicable, for each AIR Conversion
Share that would have been issuable upon such exercise and then
subsequent conversion absent such Fundamental Transaction, upon
conversion or exercise of the AIR Securities, shares of Common Stock of
the successor or acquiring corporation or of the Company, if it is the
surviving corporation, and cash (the "Alternate Consideration")
receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a
Holder of the number of shares of Common Stock for which the underlying
AIR Securities are convertible immediately prior to such event. For
purposes of any such deemed conversion, the determination of the AIR
Conversion Price shall be appropriately adjusted to apply to such
Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the AIR Conversion Price
among the Alternate Consideration in a reasonable manner reflecting the
relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to
the securities, cash or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to the
Alternate Consideration it receives upon any conversion or exercise of
the AIR Securities underlying this AIR following such Fundamental
Transaction. To the extent necessary to effectuate the foregoing
provisions, any successor to the Company or surviving entity in such
Fundamental Transaction shall
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issue to the Holder a new additional investment right consistent with
the foregoing provisions and evidencing the Holder's right to exercise
such additional investment right ultimately into Alternate
Consideration. The terms of any agreement pursuant to which a
Fundamental Transaction is effected shall include terms requiring any
such successor or surviving entity to comply with the provisions of
this Section 3(d) and insuring that this AIR (or any such replacement
security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.
e) Exempt Issuance. Notwithstanding anything to the contrary set
forth in this Section 3, no adjustments, Alternate Consideration nor
notices shall be made, paid or issued under this Section 3 in respect
of an Exempt Issuance.
f) Calculations. All calculations and adjustments to the AIR
Conversion Price under this Section 3 shall be made to the nearest cent
or the nearest 1/100th of a share, as the case may be. The number of
shares of Common Stock outstanding at any given time shall not includes
shares of Common Stock owned or held by or for the account of the
Company, and the description of any such shares of Common Stock shall
be considered on issue or sale of Common Stock. For purposes of this
Section 3, the number of shares of Common Stock deemed to be issued and
outstanding as of a given date shall be the sum of the number of shares
of Common Stock (excluding treasury shares, if any) issued and
outstanding.
g) Notice to Holders.
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i. Adjustment to AIR Conversion Price. Whenever the
AIR Conversion Price is adjusted pursuant to this Section
3, the Company shall promptly mail to each Holder a notice
setting forth the AIR Conversion Price after such
adjustment and setting forth a brief statement of the
facts requiring such adjustment.
ii. Notice to Allow Exercise by Holder. If (A) the
Company shall declare a dividend (or any other
distribution) on the Common Stock; (B) the Company shall
declare a special nonrecurring cash dividend on or a
redemption of the Common Stock; (C) the Company shall
authorize the granting to all holders of the Common Stock
rights or warrants to subscribe for or purchase any shares
of capital stock of any class or of any rights; (D) the
approval of any stockholders of the Company shall be
required in connection with any reclassification of the
Common Stock, any consolidation or merger to which the
Company is a party, any sale or transfer of all or
substantially all of the assets of the Company, of any
compulsory share exchange whereby the Common Stock is
converted into other securities, cash or property; (E) the
Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of
the Company; then, in each case, the Company shall cause
to be mailed to the Holder at its last addresses as it
shall appear upon the AIR Register of the Company, at
least 20 calendar days prior to the applicable record or
effective date hereinafter specified, a notice stating (x)
the date
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on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or
if a record is not to be taken, the date as of which the
holders of the Common Stock of record to be entitled to
such dividend, distributions, redemption, rights or
warrants are to be determined or (y) the date on which
such reclassification, consolidation, merger, sale,
transfer or share exchange is expected to become effective
or close, and the date as of which it is expected that
holders of the Common Stock of record shall be entitled to
exchange their shares of the Common Stock for securities,
cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer or
share exchange; provided, that the failure to mail such
notice or any defect therein or in the mailing thereof
shall not affect the validity of the corporate action
required to be specified in such notice. The Holder is
entitled to exercise this AIR during the 20-day period
commencing on the date of such notice to the effective
date of the event triggering such notice.
Section 4. Transfer of AIR.
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a) Transferability. Subject to compliance with any applicable
securities laws and the conditions set forth in Sections 5(a) and 4(e)
hereof and to the provisions of Section 4.1 of the Purchase Agreement,
this AIR and all rights hereunder are transferable, in whole or in
part, upon surrender of this AIR at the principal office of the
Company, together with a written assignment of this AIR substantially
in the form attached hereto duly executed by the Holder or its agent or
attorney and funds sufficient to pay any transfer taxes payable upon
the making of such transfer. Upon such surrender and, if required, such
payment, the Company shall execute and deliver a new AIR or AIRs in the
name of the assignee or assignees and in the denomination or
denominations specified in such instrument of assignment, and shall
issue to the assignor a new AIR evidencing the portion of this AIR not
so assigned, and this AIR shall promptly be cancelled. An AIR, if
properly assigned, may be exercised by a new holder for the purchase of
AIR Securities without having a new AIR issued.
b) New AIRs. This AIR may be divided or combined with other AIRs
upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations
in which new AIRs are to be issued, signed by the Holder or its agent
or attorney. Subject to compliance with Section 4(a), as to any
transfer which may be involved in such division or combination, the
Company shall execute and deliver a new AIR or AIRs in exchange for the
AIR or AIRs to be divided or combined in accordance with such notice.
c) AIR Register. The Company shall register this AIR, upon
records to be maintained by the Company for that purpose (the "AIR
Register"), in the name of the record Holder hereof from time to time.
The Company may deem and treat the registered Holder of this AIR as the
absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, absent actual
notice to the contrary
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d) Transfer Restrictions. If, at the time of the surrender of
this AIR in connection with any transfer of this AIR, the transfer of
this AIR shall not be registered pursuant to an effective registration
statement under the Securities Act and under applicable state
securities or blue sky laws, the Company may require, as a condition of
allowing such transfer (i) that the Holder or transferee of this AIR,
as the case may be, furnish to the Company a written opinion of counsel
(which opinion shall be in form, substance and scope customary for
opinions of counsel in comparable transactions) to the effect that such
transfer may be made without registration under the Securities Act and
under applicable state securities or blue sky laws, (ii) that the
holder or transferee execute and deliver to the Company an investment
letter in form and substance acceptable to the Company and (iii) that
the transferee be an "accredited investor" as defined in Rule
501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the
Securities Act or a qualified institutional buyer as defined in Rule
144A(a) under the Securities Act.
Section 5. Miscellaneous.
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a) Title to the Additional Investment Right. Prior to the
Termination Date and subject to compliance with applicable laws and
Section 4 of this AIR, this AIR and all rights hereunder are
transferable, in whole or in part, at the office or agency of the
Company by the Holder in person or by duly authorized attorney, upon
surrender of this AIR together with the Assignment Form annexed hereto
properly endorsed. The transferee shall sign an investment letter in
form and substance reasonably satisfactory to the Company.
b) No Rights as Shareholder Until Exercise. This AIR does not
entitle the Holder to any voting rights or other rights as a
shareholder of the Company prior to the exercise hereof. Upon the
surrender of this AIR and the payment of the aggregate principal, the
AIR Securities so purchased shall be and be deemed to be issued to such
Holder as the record owner of such shares as of the close of business
on the later of the date of such surrender or payment.
c) Loss, Theft, Destruction or Mutilation of AIR. The Company
covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of
this AIR or any certificate relating to the AIR Securities, and in case
of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it (which, in the case of the AIR, shall not include
the posting of any bond), and upon surrender and cancellation of such
AIR or certificate, if mutilated, the Company will make and deliver a
new AIR or certificate of like tenor and dated as of such cancellation,
in lieu of such AIR or certificate.
d) Saturdays, Sundays, Holidays, etc. If the last or appointed
day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal
holiday, then such action may be taken or such right may be exercised
on the next succeeding day not a Saturday, Sunday or legal holiday.
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e) Authorized Shares.
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Except and to the extent as waived or consented to by
the Holder, the Company shall not by any action, including,
without limitation, amending its certificate of incorporation
or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of
this AIR or the AIR Securities, but will at all times in good
faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this AIR and
the AIR Securities against impairment. Without limiting the
generality of the foregoing, the Company will (a) take all
such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and
nonassessable AIR Securities upon the exercise of this AIR and
AIR Conversion Shares upon conversion and exercise of the AIR
Securities, and (b) use commercially reasonable efforts to
obtain all such authorizations, exemptions or consents from
any public regulatory body having jurisdiction thereof as may
be necessary to enable the Company to perform its obligations
under this AIR and the AIR Securities.
Before taking any action which would result in an
adjustment in the AIR Securities for which this AIR is
exercisable or in the AIR Conversion Price, the Company shall
obtain all such authorizations or exemptions thereof, or
consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.
f) Jurisdiction. All questions concerning the construction,
validity, enforcement and interpretation of this AIR shall be
determined in accordance with the provisions of the Purchase Agreement.
g) Restrictions. The Holder acknowledges that the AIR Securities
acquired upon the exercise of this AIR, if not registered, will have
restrictions upon resale imposed by state and federal securities laws.
h) Nonwaiver and Expenses. No course of dealing or any delay or
failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice Holder's
rights, powers or remedies, notwithstanding the fact that all rights
hereunder terminate on the Termination Date.
i) Notices. Any notice, request or other document required or
permitted to be given or delivered to the Holder by the Company shall
be delivered in accordance with the notice provisions of the Purchase
Agreement.
j) Limitation of Liability. No provision hereof, in the absence
of any affirmative action by Holder to exercise this AIR or purchase
AIR Securities, and no enumeration herein of the rights or privileges
of Holder, shall give rise to any liability of Holder for the purchase
price of any Common Stock or as a stockholder of the Company, whether
such liability is asserted by the Company or by creditors of the
Company.
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k) Remedies. Holder, in addition to being entitled to exercise
all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this AIR. The
Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of
this AIR and hereby agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.
l) Successors and Permitted Assigns. Subject to applicable
securities laws, this AIR and the rights and obligations evidenced
hereby shall inure to the benefit of and be binding upon the successors
of the Company and the successors and permitted assigns of Holder. The
provisions of this AIR are intended to be for the benefit of all
Holders from time to time of this AIR and shall be enforceable by any
such Holder or holder of AIR Securities.
m) Amendment. This AIR may be modified or amended or the
provisions hereof waived with the written consent of the Company and
the Holder.
n) Severability. Wherever possible, each provision of this AIR
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this AIR shall be prohibited by
or invalid under applicable law, such provision shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the
remainder of such provisions or the remaining provisions of this AIR.
o) Headings. The headings used in this AIR are for the
convenience of reference only and shall not, for any purpose, be deemed
a part of this AIR.
********************
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IN WITNESS WHEREOF, the Company has caused this AIR to be executed by
its officer thereunto duly authorized.
Dated: January 12, 2005
RAMP CORPORATION
By:____________________________________
Name:
Title:
11
NOTICE OF EXERCISE
To: ramp corporation
(1)______The undersigned hereby elects to purchase $________ principal
amount of AIR Debentures of the Company and Warrants to purchase _____ shares of
Common Stock of the Company pursuant to the terms of the attached AIR and
tenders herewith payment of the principal in full, together with all applicable
transfer taxes, if any.
(2)______Payment shall take the form of (check applicable box) in
lawful money of the United States; or
(3)______Please issue a certificate or certificates representing said
AIR Securities in the name of the undersigned or in such other name as is
specified below:
_______________________________________
The AIR Securities shall be delivered to the following:
_______________________________________
_______________________________________
_______________________________________
_________ (4) Accredited Investor. The undersigned is an "accredited
investor" as defined in Regulation D promulgated under the Securities Act of
1933, as amended.
[SIGNATURE OF HOLDER]
_________
Name of Investing Entity: ______________________________________________________
Signature of Authorized Signatory of Investing Entity: _________________________
Name of Authorized Signatory: __________________________________________________
Title of Authorized Signatory: _________________________________________________
Date: __________________________________________________________________________
ASSIGNMENT FORM
(To assign the foregoing AIR, execute
this form and supply required information.
Do not use this form to exercise the AIR.)
FOR VALUE RECEIVED, the foregoing AIR and all rights evidenced thereby
are hereby assigned to
_______________________________________________ whose address is
_______________________________________________________________.
_______________________________________________________________
Dated: ______________, _______
Holder's Signature:___________________________
Holder's Address:_____________________________
_____________________________
Signature Guaranteed: _________________________________________
NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the AIR, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust company. Officers of
corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing AIR.
