First Closing Subscription Amount definition

First Closing Subscription Amount shall have the meaning ascribed to such term in Section 2.1.

First Closing Subscription Amount means $500,000.00 (i.e., the aggregate amount to be paid by the Purchasers for the purchase of the Debentures to be issued by the Company on the First Closing Date, reflecting that such Debentures are to be issued with a 10% original issue discount to the face amount thereof).

First Closing Subscription Amount means $3,000,000 (i.e., the aggregate amount to be paid by the Purchasers for the purchase of the Debentures and Warrants to be issued by the Company on the First Closing Date, reflecting that such Debentures are to be issued with a 10% original issue discount to the face amount thereof).

First Closing Subscription Amount and “Second Closing Subscription Amount”, in United States dollars and in immediately available funds.

First Closing Subscription Amount means the aggregate purchase price of US$17,000,000.00 and in immediately available funds.

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First Closing Subscription Amount. $ Second C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Amount: $ With a copy to: -------------- (which shall not constitute notice) Feldman Weinstein LLP 4▇▇ ▇▇▇▇▇▇ton Avenue ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇ F. Charron ▇▇▇: (▇▇▇) ▇▇9-7000 ▇▇▇: (▇▇▇) ▇▇1-4741 [REMAINDER OF PAGE INTENTIONALLY ▇▇▇▇ ▇▇▇▇▇ SIGNATURE PAGE FOR PURCHASER FOLLOWS] PURCHASER'S SIGNATURE PAGE CRESCENT INTERNATIONAL LTD. Address for Notice: ------------------ c/o GreenLight (Switzerland) SA ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇: ____________________________ ▇▇▇▇▇▇▇▇▇▇d Name: Attention: Mel Craw / Maxi Brezzi Title: Tel.: + ▇▇ ▇▇ 791 7170 / +41 22 791 7256 ▇▇▇ : +▇▇ 22 ▇▇▇ ▇▇▇▇

First Closing Subscription Amount. $ First Closing Principal Amount: $ Second Closing Subscription Amount: $ Second Closing Principal Amount: $ Warrant Shares: [PURCHASER SIGNATURE PAGES TO QTFV SECURITIES PURCHASE AGREEMENT] [PURCHASER] Address for Notice: By: __________________________ Name: Title:

First Closing Subscription Amount. Second Closing Subscription Amount: Warrant Shares: AIR Debenture: AIR Warrant Shares: EIN Number: [PROVIDE THIS UNDER SEPARATE COVER] [SIGNATURE PAGES CONTINUE] Annex A CLOSING STATEMENT FOR FIRST CLOSING Pursuant to the attached Securities Purchase Agreement, dated as of the date hereto, the purchasers shall purchase up to $6,000,000 of Debentures, Warrants and Additional Investment Rights from Ramp Corporation, a Delaware corporation (the "Company"), up to $3,000,000 of which shall be purchased at the First Closing. All funds will be wired into a trust account maintained by Jenkens & Gilchrist Parker Chapin, LLP, counsel to the Company, whose wir▇▇▇ ▇▇▇▇▇uc▇▇▇▇▇ ▇▇▇ ▇▇ follows: Attorney Trust Account JP Morgan Chase 1211 Avenue of the Americas New York, New York 10036 Account Name: Jenkens & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP 405 Lexington Avenue ▇▇▇ ▇ork, New York 10174 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇ # 021000021 Remark: Ramp Corporation/[FUND NAME] All funds will be disbursed in accordance with this Closing Statement. Disbursement Date: March 31, 2005 ________________________________________________________________________________ I. PURCHASE PRICE -------------- Gross Proceeds to be Received in Trust $3,000,000