Common Stock Purchase Warrant - Ramp Corp. and Norfolk Ltd.
THE SECURITIES REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION
OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED.
COMMON STOCK PURCHASE WARRANT
RAMP CORPORATION
Expires December 3, 2007
No.: D-04-E-5 Number of Shares: 211,372
Date of Issuance: December 3, 2004
1. Issuance. For good and valuable consideration, the receipt of which
is hereby acknowledged by Ramp Corporation, a Delaware corporation (the
"Company"), NORFOLK LTD., or its registered assigns (the "Holder") is hereby
granted the right to purchase at any time until 5:00 P.M., New York City time,
on December 3, 2007 (the "Expiration Date"), Two Hundred Eleven Thousand Three
Hundred Seventy Two (211,372) shares of the Company's common stock, par value
$.001 per share (the "Common Stock") at an exercise price (the "Exercise Price")
equal to $1.14 cents per share. The Exercise Price shall be subject to further
adjustment as set forth in Section 6 hereof.
2. Exercise of Warrants. This Warrant is exercisable in whole or in
part at the Exercise Price per share of Common Stock payable hereunder, payable
in cash, by certified or official bank check. Upon surrender of this Warrant
Certificate with the annexed Notice of Exercise Form duly executed, together
with payment of the Exercise Price for the shares of Common Stock purchased, the
Holder shall be entitled to receive a certificate or certificates for the shares
of Common Stock so purchased.
3. Reservation of Shares. The Company hereby agrees that at all times
during the term of this Warrant there shall be reserved for issuance upon
exercise of this Warrant such number of shares of its Common Stock as shall be
required for issuance upon exercise of this Warrant (the "Warrant Shares").
4. Mutilation or Loss of Warrant. Upon receipt by the Company of
evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) receipt of
reasonably satisfactory indemnification, and (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will execute and deliver
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a new Warrant of like tenor and date and any such lost, stolen, destroyed or
mutilated Warrant shall thereupon become void.
5. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in this Warrant and
are not enforceable against the Company except to the extent set forth herein.
6. Protection Against Dilution.
(a) Adjustment Mechanism. If an adjustment of the Exercise
Price is required pursuant to this Section 6, the Holder shall be entitled to
purchase such number of additional shares of Common Stock as will cause (i) the
total number of shares of Common Stock Holder is entitled to purchase pursuant
to this Warrant, multiplied by (ii) the adjusted purchase price per share, to
equal (iii) the dollar amount of the total number of shares of Common Stock that
Holder is entitled to purchase before adjustment multiplied by the total
purchase price before adjustment.
(b) Capital Adjustments. In case of any stock split or reverse
stock split, stock dividend, reclassification of the Common Stock, merger or
consolidation, or like capital adjustment affecting the Common Stock of the
Company which, except in the case of a stock split, reverse stock split or stock
dividend, results in the exchange of shares of Common Stock (each, a "Capital
Adjustment Event"), the provisions of this Section 6 shall be applied as if the
effective date of such Capital Adjustment Event had occurred immediately prior
to the date of this Warrant and the original purchase price had been fairly
allocated to the stock resulting from such Capital Adjustment Event; and in
other respects the provisions of this Section 6 shall be applied in a fair,
equitable and reasonable manner so as to give effect, as nearly as may be, to
the purposes hereof. A rights offering to stockholders of the Company shall be
deemed a stock dividend to the extent such rights are exercised by the
stockholders.
(c) Adjustment for Spin Off. If, for any reason, prior to the
exercise of this Warrant in full, the Company spins off or otherwise divests
itself of a part of its business or operations or disposes all or a part of its
assets in a transaction (the "Spin Off") in which the Company does not receive
compensation for such business, operations or assets, but causes securities of
another entity (the "Spin Off Securities") to be issued to security holders of
the Company, then the Company shall cause (a) to be reserved Spin Off Securities
equal to the number thereof which would have been issued to the Holder in the
event all of the Holder's unexercised Warrants outstanding on the record date
(the "Record Date") for determining the number of Spin Off Securities to be
issued to security holders of the Company (the "Outstanding Warrants") been
exercised as of the close of business on the trading day immediately prior to
the Record Date (the "Reserved Spin Off Shares"), and (b) to be issued to the
Holder on the exercise of all or any of the Outstanding Warrants, such amount of
the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares
multiplied by (y) a fraction, of which (I) the numerator is the amount of the
Outstanding Warrants then being exercised, and (II) the denominator is the
amount of the Outstanding Warrants.
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7. Warrant Call. At any time or from time to time following the
forty-fifth (45th) day after the Registration Statement (as defined in Section
9(b) hereof) has been declared effective and only if such Registration Statement
remains effective at all times during the Call Exercise Period (as defined
below), the Company, at its option, may, upon written notice to the Holder (the
"Call Notice"), call up to one hundred percent (100%) of the Warrant Shares if
the Common Stock trades at a price equal to or greater than $2.00 per share for
five (5) consecutive trading days prior to the date the Company calls the
Warrant. To be effective, the Call Notice must be given within ten (10) business
days after the aforementioned five (5) day period. The rights and privileges
granted pursuant to this Warrant with respect to such Warrant Shares subject to
the Call Notice shall terminate if this Warrant is not exercised by the Holder
in accordance with the Call Notice with respect to such Warrant Shares by the
Holder within ten (10) business days after the Call Notice is received by the
Holder (the "Call Exercise Period"). In the event that this Warrant is not
exercised by the Holder with respect to the Warrant Shares subject to the Call
Notice within the Call Exercise Period, this Warrant shall automatically expire
at 5:00 p.m. eastern time on the last day of the Call Exercise Period and the
Company will remit to the Holder $0.001 per Warrant Share and a new Warrant
certificate representing the number of Warrant Shares, if any, with respect to
which this Warrant has not been exercised or subject to a Call Notice upon such
Holder tendering to the Company the expired Warrant certificate.
8. Limitation on Exercise. Notwithstanding anything to the contrary set
forth in this Warrant or the Note of even date herewith (the "Purchase
Agreement"), (i) the Holder shall not be entitled to exercise this Warrant and
the Company shall have no obligation to issue shares of Common Stock upon such
exercise of all or any portion of this Warrant, and (ii) the Company shall not
be entitled to issue a Call Notice under Section 7 hereof, to the extent that,
following the exercise by the Holder, the Beneficial Ownership Number (as
defined below) is equal to or greater than 4.99% of the outstanding shares of
Common Stock (including the shares to be issued to the Holder upon such
exercise). Notwithstanding the foregoing, this Section 8 shall have no further
force and effect if there is an outstanding tender offer for any or all of the
shares of the Company's Common Stock, or the Holder, at its option, provides at
least sixty-five (65) days' advance written notice from the Holder that this
Section 8 shall have no further force and effect. For purposes of this Section,
"Beneficial Ownership Number" shall equal the sum of (i) the number of shares of
Common Stock owned by the Holder and its affiliates (other than shares of Common
Stock which may be deemed beneficially owned through the ownership of the
unexercised portion of this Warrant or other rights to purchase Common Stock or
through the ownership of convertible securities), and (ii) the number of shares
of Common Stock issuable upon the exercise of this Warrant. For purposes of this
Section, "beneficial ownership" shall be defined in accordance with Rule 13(d)-3
of the Securities Exchange Act of 1934, as amended. The Holder, by its
acceptance of this Warrant, further agrees that if the Holder transfers or
assigns any of the Warrants to any party, such assignment shall be made subject
to the transferee's or assignee's specific agreement to be bound by the
provisions of this Section 8 as if such transferee or assignee were the original
Holder hereof.
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9. Transfer to Comply with the Securities Act; Registration Rights.
(a) This Warrant has not been registered under the Securities
Act of 1933, as amended (the "Act"), or any applicable state securities laws,
and has been issued to the Holder for investment and not with a view to the
distribution of either the Warrant or the Warrant Shares. Neither this Warrant
nor any of the Warrant Shares or any other security issued or issuable upon
exercise of this Warrant may be sold, transferred, pledged or hypothecated in
the absence of an effective registration statement under the Act relating to
such security or an opinion of counsel satisfactory to the Company that
registration is not required under the Act. Each certificate for the Warrant,
the Warrant Shares and any other security issued or issuable upon exercise of
this Warrant shall contain a legend on the face thereof, in form and substance
satisfactory to counsel for the Company, setting forth the restrictions on
transfer contained in this Section.
(b) The Company agrees to file a registration statement, which
shall include the Warrant Shares, on Form S-3 or another available form (the
"Registration Statement"), pursuant to the registration rights provisions
contained in the Exchange Agreement dated the date hereof by and between the
Holder and the Company.
10. Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed,
telexed, sent by facsimile transmission or sent by certified, registered or
express mail, postage pre-paid. Any such notice shall be deemed given when so
delivered personally, telegraphed, telexed or sent by facsimile transmission,
or, if mailed, two (2) days after the date of deposit in the United States
mails, as follows:
(i) if to the Company, to:
Ramp Corporation
33 Maiden Lane
New York, New York 10038
Attn: Chief Executive Officer
Telephone No.: (212) 440-1500
Facsimile No.: (212) 480-4962
with a copy to:
Jenkens & Gilchrist Parker Chapin LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Attn: Martin Eric Weisberg, Esq.
Telephone No.: (212) 704-6000
Facsimile No.: (212) 704-6288
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(ii) if to the Holder, to:
Attn:
Telephone No.:
Facsimile No.:
Any party may be notice given in accordance with this Section to the other
parties designate another address or person for receipt of notices hereunder.
11. Supplements and Amendments; Whole Agreement. This Warrant may be
amended or supplemented only by an instrument in writing signed by the parties
hereto. This Warrant and the Purchase Agreement, of even date herewith, by and
between the Company and the Holder contain the full understanding of the parties
hereto with respect to the subject matter hereof and thereof and there are no
representations, warranties, agreements or understandings other than expressly
contained herein and therein.
12. Governing Law. This Warrant shall be deemed to be a contract made
under the laws of the State of New York and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State.
13. Counterparts. This Warrant may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
14. Descriptive Headings. Descriptive headings of the several Sections
of this Warrant are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of
this 3rd day of December, 2004.
RAMP CORPORATION
By: _________________________
Name:
Title:
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NOTICE OF EXERCISE OF WARRANT
The undersigned hereby irrevocably elects to exercise the right,
represented by the Warrant Certificate No. D-04-E-5, dated as of December 3,
2004, to purchase ______________ shares of the Common Stock, par value $.001 per
share, of Ramp Corporation and tenders herewith payment in accordance with
Section 1 of said Common Stock Purchase Warrant.
Please deliver the stock certificate to:
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Dated: _____ day of __________, 200_
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By: ________________________________
Name:
Title: