First Closing Subscription Amount definition

First Closing Subscription Amount means, as to an Investor, the aggregate amount to be paid for the Shares and/or Pre-Funded Warrants and the Accompanying Warrants purchased hereunder at the First Closing as specified opposite such Investor’s name on Exhibit A attached hereto, under the column entitled “First Closing Aggregate Purchase Price,” in U.S. Dollars and in immediately available funds.

First Closing Subscription Amount shall have the meaning ascribed to such term in Section 2.1.

First Closing Subscription Amount means $1,250,000 (i.e., the aggregate amount to be paid by the Purchasers for the purchase of the Debentures and Warrants to be issued by the Company on the First Closing Date, reflecting that such Debentures are to be issued with a 10% original issue discount to the face amount thereof).

Examples of First Closing Subscription Amount in a sentence

• The First Closing Subscription Amount of Crestview Capital Master, LLC shall be equal to $3,000,000 and the aggregate First Closing Subscription Amount of the additional Purchasers, not including Crestview Capital Master, LLC shall be up to $2,000,000.

• The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the lesser of the Issuable Maximum or the Authorized Maximum Shares, as applicable, equal to the quotient obtained by dividing (x) the Holder’s original First Closing Subscription Amount by (y) the aggregate original First Closing Subscription Amounts of all holders pursuant to the Purchase Agreement.

• At the First Closing, each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s First Closing Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Note, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the First Closing.

• Hamilton Park, New Haven, CT The Commission approves the issuance of final permit upon receipt copy of CT sales and use tax permit for business address 9 High Street, New Haven, CT.

• On the First Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, such Purchaser’s First Closing Subscription Amount as set forth on the signature page hereto executed by such Purchaser (an aggregate of $250,000.00) in principal amount of the Notes.

More Definitions of First Closing Subscription Amount

First Closing Subscription Amount means $3,000,000 (i.e., the aggregate amount to be paid by the Purchasers for the purchase of the Debentures and Warrants to be issued by the Company on the First Closing Date, reflecting that such Debentures are to be issued with a 10% original issue discount to the face amount thereof).

First Closing Subscription Amount and “Second Closing Subscription Amount”, in United States dollars and in immediately available funds.

First Closing Subscription Amount. $ First Closing Principal Amount: $ Second Closing Subscription Amount: $ Second Closing Principal Amount: $ Warrant Shares: [PURCHASER SIGNATURE PAGES TO QTFV SECURITIES PURCHASE AGREEMENT] [PURCHASER] Address for Notice: By: __________________________ Name: Title:

First Closing Subscription Amount. $ Second Closing Suxxxxxxxxxx Xmount: $ [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR PURCHASER FOLLOWS] PURCHASER'S SIGNATURE PAGE (CONT. . . )

First Closing Subscription Amount. $ Second Cxxxxxx Xxxxxxxxxxxx Amount: $ With a copy to: -------------- (which shall not constitute notice) Feldman Weinstein LLP 400 Xxxxxxton Avenue Xxx Xxxx, Xxx Xxxx 00000 Xxxx: Xxxxxx F. Charron Xxx: (000) 009-7000 Xxx: (000) 001-4741 [REMAINDER OF PAGE INTENTIONALLY XXXX XXXXX SIGNATURE PAGE FOR PURCHASER FOLLOWS] PURCHASER'S SIGNATURE PAGE CRESCENT INTERNATIONAL LTD. Address for Notice: ------------------ c/o GreenLight (Switzerland) SA 00, Xxxxxx Xxxxx-Xxxxx XX 0000 Xxxxxxxx, Xxxxxx Xx: ____________________________ Xxxxxxxxxxd Name: Attention: Mel Craw / Maxi Brezzi Title: Tel.: + 00 00 791 7170 / +41 22 791 7256 Xxx : +00 22 000 0000

First Closing Subscription Amount. Second Closing Subscription Amount: Warrant Shares: AIR Debenture: AIR Warrant Shares: EIN Number: [PROVIDE THIS UNDER SEPARATE COVER] [SIGNATURE PAGES CONTINUE] Annex A CLOSING STATEMENT FOR FIRST CLOSING Pursuant to the attached Securities Purchase Agreement, dated as of the date hereto, the purchasers shall purchase up to $6,000,000 of Debentures, Warrants and Additional Investment Rights from Ramp Corporation, a Delaware corporation (the "Company"), up to $3,000,000 of which shall be purchased at the First Closing. All funds will be wired into a trust account maintained by Jenkens & Gilchrist Parker Chapin, LLP, counsel to the Company, whose wirxxx xxxxxucxxxxx xxx xx follows: Attorney Trust Account JP Morgan Chase 1211 Avenue of the Americas New York, New York 10036 Account Name: Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP 405 Lexington Avenue Xxx Xork, New York 10174 Xxxxxxx Xxxxxx: 000000000 XXX # 021000021 Remark: Ramp Corporation/[FUND NAME] All funds will be disbursed in accordance with this Closing Statement. Disbursement Date: March 31, 2005 ________________________________________________________________________________ I. PURCHASE PRICE -------------- Gross Proceeds to be Received in Trust $3,000,000

First Closing Subscription Amount. Second Closing Subscription Amount: Warrant Shares: AIR Debenture: AIR Warrant Shares: EIN Number: [PROVIDE THIS UNDER SEPARATE COVER] [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULE TO SECURITIES PURCHASE AGREEMENT The following exceptions are hereby made to the representations and warranties made by Ramp Corporation (the "Company") contained in the Section 3.1 of the Securities Purchase Agreement dated as of January 12, 2005 (the "Agreement") by and among the Company and the Purchasers (as defined in the Agreement) listed on the signature page therein. All exhibits attached hereto are incorporated by reference where indicated. Any terms defined in the Agreement shall have the same meaning when used in this Disclosure Schedule as when used in the Agreement, unless the content otherwise requires. Notwithstanding any material qualifications in any of the Company's representations and warranties in the Agreement, for administrative ease, certain items have been included which are not considered by the Company to be material to the business, assets, or results of operations of the Company. The inclusion of any item is not an admission by the Company that the item is material to the business, assets (including intangible assets), financial condition or results of operations of the Company and is not an admission of any obligation or liability to any third party. The schedule numbers correspond with the section number of the representation or warranty contained in the Agreement for which disclosure is being made and to any other representation or warranty where it is reasonably clear, upon reading the disclosure without any independent knowledge on the part of the reader regarding the matter disclosed, that the disclosure is intended to apply to such representation or warranty. To the extent possible, the exceptions, disclosures and other requested information being provided reference the paragraph or sub-section being addressed. Schedule 3.1(a) --------------- Ramp Corporation Direct and Indirect Subsidiaries -------------------------------- Name State of Incorporation ---- ---------------------- HealthRamp, Inc. Delaware LifeRamp Family Financial, Inc. Utah Schedule 3.1(g) --------------- Ramp Corporation Capitalization -------------- Capitalization as of December 31, 2004: Common stock outstanding and issuable 12,309,325 Warrants to purchase common stock 3,961,499 Options to purchase common stock 4,144,410 Restricted stock awards 3,349,248 Shares underlying c...