EXHIBIT 10.35
AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT TRANSACTION DOCUMENTS
BETWEEN RAMP CORPORATION, DKR SOUNDSHORE OASIS HOLDING FUND LTD., HARBORVIEW
MASTER FUND LP AND PLATINUM PARTNERS VALUE ARBITRAGE FUND FOR THE PURCHASE OF
THE CONVERTIBLE DEBENTURES, DUE DECEMBER 1, 2005, COMMON STOCK PURCHASE WARRANTS
AND ADDITIONAL INVESTMENT RIGHTS
This Amendment No. 1 ("Amendment") is made to that certain Securities
Purchase Agreement ("Purchase Agreement") dated as of January 12, 2005 among
Ramp Corporation (the "Company"), DKR Soundshore Oasis Holding Fund Ltd.
("DKR"), Harborview Master Fund LP ("Harborview") and Platinum Partners Value
Arbitrage Fund ("Platinum", and collectively, DKR, Harborview and Platinum shall
be referred to herein as, a "Purchaser" and collectively as, the "Purchasers")
for the purchase of the 8% Convertible Debentures, due December 1, 2005 issued
to the Purchasers (the "Debentures"), the Common Stock Purchase Warrants issued
to the Purchasers (the "Warrants") and Additional Investment Rights (the "AIR")
granted to the Purchasers. Capitalized terms used but not defined herein shall
have the meanings given to such terms in the Purchase Agreement.
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:
1. Exercise Price of the Warrants.
Section 2.2(a)(iii) of the Purchase Agreement shall be amended and restated
as follows:
"(iii) a Warrant registered in the name of such Purchaser to purchase
up to a number of shares of Common Stock equal to 100% of such
Purchaser's Subscription Amounts divided by $2.40, with an exercise
price equal to $1.25, subject to adjustment as set forth therein;"
Section 2(b) of the Warrants shall be amended and restated as follows:
"(b) The exercise price of the Common Stock under this Warrant shall
be $1.25, subject to adjustment hereunder (the "Exercise Price")."
2. Conversion Price of the Debentures. Section 4(b) of the Debentures shall be
amended and restated as follows:
"(b) Conversion Price. The conversion price in effect on any
Conversion Date shall be equal to $1.25 (subject to adjustment
herein)(the "Conversion Price")."
3. Additional Investment Right. The first paragraph of the AIR shall be
amended and restated as follows:
"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
$1.25, 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 $1.25, 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.""
4. Waivers and Consents. Each Purchaser, independently of any other Purchaser:
(a) acknowledges and consents to the issuance, on or before April 5, 2005,
by the Company of up to an additional $6,000,000 of 8% convertible
debentures, warrants and additional investment rights under that certain
Securities Purchase Agreement, dated as of March 31, 2005, by and among the
Company and the purchasers which are a party thereto on the same terms and
conditions as the issuance of the Debentures, Warrants and AIR to the
Purchasers under the Purchase Agreement, as amended (such additional
issuance, "Additional Issuance"); (b) consents and agrees that the shares
of Common Stock underlying the Additional Issuance (as required under the
registration rights agreement, dated as of March 31, 2005, by and among the
Company and the purchasers which are a
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party thereto entered into in connection with the Additional Issuance) may
be included for registration on the initial registration statement to be
filed by the Company under the Registration Rights Agreement; (c) waives
any of its rights under Section 4.13 of the Purchase Agreement with respect
to the Additional Issuance; and (d) waives any anti-dilution rights under
the Warrant, AIR Debenture and AIR Warrant with respect to the Additional
Issuance. Notwithstanding anything herein to the contrary, the each party
hereto acknowledges and agrees that each Purchaser's right of participation
in Subsequent Financings is not terminated as a result of the Purchaser's
failure to participate in at least 25% of the Additional Issuance. The
Company agrees to use best efforts to cause the meeting for Shareholder
Approval to be obtained and deemed effective on or before April 15, 2005.
5. Disposition of Liquidated Damages. The Company hereby acknowledges and
agrees that, pursuant to Section 2(a) of the Registration Rights Agreement,
as of April 1, 2005, the Company shall owe each Purchaser liquidated
damages equal to 3% of such Purchaser's original Subscription Amount, which
amounts shall be paid to such Purchaser directly out of the closing of the
Additional Issuance per the wire instructions set forth on the signature
page hereto. The Company shall file the Registration Statement by, and
liquidated damages that otherwise accrue to the Purchasers after April 1,
2005 shall be tolled until, April 8, 2005. If the Company fails to file the
Registration Statement on or before April 8, 2005, each Purchaser shall
have the right, severally and not jointly with the other Purchasers, within
5 Trading Days of written notice to the Company and without prejudice to
any of such Purchasers other rights and the Company's obligations under the
Transaction Documents, not to purchase the Securities otherwise required to
be purchased by such Purchaser on the Second Closing Date.
6. Filing of Form 8-K. Within 2 Trading Days of the date hereof, the Company
shall file a Current Report on Form 8-K disclosing the material terms of
this Amendment and attaching this Amendment as an exhibit thereto.
7. Effect on Purchase Agreement. Except as expressly set forth above, all of
the terms and conditions of the Purchase Agreement, the Debentures, the
Warrants and the AIR shall continue in full force and effect after the
execution of this Amendment, and shall not be in any way changed, modified
or superseded by the terms set forth herein. Furthermore, and without
limitation, the parties acknowledge and agree that the purchasers in the
Additional Issuance are not "Purchasers" or "Holders" for purposes of the
Transaction Documents and accordingly the Purchasers do not share any of
their rights, including the pro-rata distribution of rights to convert
pursuant to Section 4(c)(i) of the Debentures, with such purchasers.
8. Definitions. Capitalized terms not otherwise defined herein have the
meanings given to such terms in the Purchase Agreement, the Debentures, the
Warrants and the AIR.
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Executed as of March 31, 2005 by the undersigned duly authorized
representatives of the Company and Purchasers:
RAMP CORPORATION DKR SOUNDSHORE OASIS HOLDING FUND LTD.
By: ____________________________ By: ____________________________
Name: Name:
Title: Title:
HARBORVIEW MASTER FUND LP PLATINUM PARTNERS VALUE ARBITRAGE FUND
By: ____________________________ By: ____________________________
Name: Name:
Title: Title:
DKR Wire Instructions:
Harborview Wire Instructions:
Platinum Wire Instructions:
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