Exhibit 10.45
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AMENDMENT NO. 2 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. 2 ("Amendment"), dated as of April 12, 2005, is made
to that certain Securities Purchase Agreement (as amended, the "Purchase
Agreement") dated as of March 31, 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"), as amended by that certain
Amendment No. 1 to the Purchase Agreement, dated as of March 31, 2005 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. Waivers and Consents. The Company agrees to use best efforts to cause
the meeting for Shareholder Approval to be obtained and deemed
effective on or before Monday, May 2, 2005.
2. Disposition of Liquidated Damages. 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 Wednesday,
April 13, 2005. If the Company fails to file the Registration Statement
on or before Wednesday, April 13, 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.
3. Filing of Form 8-K. Within 3 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.
4. 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.
5. 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 April 12, 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:
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