0000910680-04-000903 Sample Contracts

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RECITALS
Settlement Agreement and Mutual Release • August 23rd, 2004 • Ramp Corp • Services-computer programming, data processing, etc. • New York
Exhibit 4.19 Ramp Corporation 33 Maiden Lane New York, New York 10038 (212) 440-1500 July 14, 2004 Hilltop Services, Ltd. Mevot David 8 Ramat Gan Israel Re: Consent under, and termination of, Section 4(l) to Common Stock...
Ramp Corp • August 23rd, 2004 • Services-computer programming, data processing, etc.

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 "No

RECITALS
Settlement Agreement and Mutual Release • August 23rd, 2004 • Ramp Corp • Services-computer programming, data processing, etc. • New York
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