Sample Business Contracts

Common Stock Purchase Warrant - Ramp Corp. and Norfolk Ltd.

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                          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


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

                  (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.


         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.


         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


                           (ii)     if to the Holder, to:

                                    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]


         IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of
this 3rd day of December, 2004.

                                                  RAMP CORPORATION

                                                  By: _________________________


                          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:






Dated: _____ day of __________, 200_


                                           By: ________________________________