Second Closing Subscription Amount definition

Second Closing Subscription Amount shall have the meaning ascribed to such term in Section 2.1(b).

Second Closing Subscription Amount means $2,500,000 (i.e., the aggregate amount to be paid by the Purchaser for the purchase of the Debenture and Warrant to be issued by the Company on the Second Closing Date, reflecting that such Debenture is to be issued with a 10% original issue discount to the face amount thereof).

Second 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 Second Closing Date, reflecting that such Debentures are to be issued with a 10% original issue discount to the face amount thereof).

Second Closing Subscription Amount. Warrant Shares: AIR Debenture: AIR Warrant Shares: EIN Number: [PROVIDE THIS UNDER SEPARATE COVER] [SIGNATURE PAGES CONTINUE] DISCLOSURE SCHEDULE TO SECURITIES PURCHASE AGREEMENT The following exceptions are hereby made to the representations and warranties made by Ramp Corporation (the "Company") contained in the Section 3.1 of the Securities Purchase Agreement dated as of January 12, 2005 (the "Agreement") by and among the Company and the Purchasers (as defined in the Agreement) listed on the signature page therein. All exhibits attached hereto are incorporated by reference where indicated. Any terms defined in the Agreement shall have the same meaning when used in this Disclosure Schedule as when used in the Agreement, unless the content otherwise requires. Notwithstanding any material qualifications in any of the Company's representations and warranties in the Agreement, for administrative ease, certain items have been included which are not considered by the Company to be material to the business, assets, or results of operations of the Company. The inclusion of any item is not an admission by the Company that the item is material to the business, assets (including intangible assets), financial condition or results of operations of the Company and is not an admission of any obligation or liability to any third party. The schedule numbers correspond with the section number of the representation or warranty contained in the Agreement for which disclosure is being made and to any other representation or warranty where it is reasonably clear, upon reading the disclosure without any independent knowledge on the part of the reader regarding the matter disclosed, that the disclosure is intended to apply to such representation or warranty. To the extent possible, the exceptions, disclosures and other requested information being provided reference the paragraph or sub-section being addressed. Schedule 3.1(a) --------------- Ramp Corporation Direct and Indirect Subsidiaries -------------------------------- Name State of Incorporation ---- ---------------------- HealthRamp, Inc. Delaware LifeRamp Family Financial, Inc. Utah Schedule 3.1(g) --------------- Ramp Corporation Capitalization -------------- Capitalization as of December 31, 2004: Common stock outstanding and issuable 12,309,325 Warrants to purchase common stock 3,961,499 Options to purchase common stock 4,144,410 Restricted stock awards 3,349,248 Shares underlying convertible notes 296,630 ---------- ...

Second Closing Subscription Amount means, as to each Purchaser, the aggregate amount to be paid for Unregistered ADSs and Warrants purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount (Second Closing),” in United States dollars and in immediately available funds (minus, if applicable a Purchaser’s aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which amount shall be equal to 96.06% of such Purchaser’s aggregate Subscription Amount hereunder.

Second Closing Subscription Amount means, as to an Investor, the aggregate amount to be paid for the Shares and/or Pre-Funded Warrants purchased hereunder at the Second Closing as specified opposite such Investor’s name on Annex I attached hereto, under the column entitled “Second Closing Aggregate Purchase Price,” in U.S. Dollars and in immediately available funds.

Second Closing Subscription Amount means $5,000,000, in United States dollars and in immediately available funds.

Second Closing Subscription Amount means the aggregate purchase price of US$8,000,000.00 and in immediately available funds.

Second Closing Subscription Amount means USD 57,549,036 (United States Dollars Fifty Seven Million Five Hundred Forty Nine Thousand Thirty Six);