Amendment No. 2 to Warrants and Promissory Note between Ramp Corporation and Willow Bend Management Ltd.

Summary

This agreement amends previous agreements between Ramp Corporation and Willow Bend Management Ltd. It reduces the exercise price of certain stock purchase warrants to $0.015 per share, provided the warrants are exercised in full. The payment for these shares will be made by reducing the principal owed under an existing promissory note. Additionally, $105,000 of the note's principal will be converted into 7,000,000 shares at the same price. The agreement also sets terms for interest payment and the issuance of shares, and requires Ramp to file a Form 8-K with the SEC.

EX-10.58 3 v15243_ex10-58.txt EXHIBIT 10.58 Willow Bend Management Ltd. November 16, 2004 Page 2 Ramp Corporation 33 Maiden Lane New York, New York 10038 ###-###-#### November 16, 2004 Willow Bend Management Ltd. 2 Nevim Street Ramat Hasharon, Israel Attn: Ms. Michal Raviv Re: Amendment No. 2 to Warrants and Reduction in Principal of Promissory Note ------------------------------------------------------------------------- Gentlemen: Reference is made to: (i) that certain Note and Warrant Purchase Agreement, dated as of July 14, 2004 (the "Note Purchase Agreement"), by and between Ramp Corporation, a Delaware corporation (the "Company"), and Willow Bend Management Ltd. (the "Investor"), (ii) that certain Convertible Promissory Note No. J-2, dated July 14, 2004 (the "Note"), in the aggregate remaining principal amount of U.S. $1,814,491 (the "Principal Amount") issued by the Company in favor of the Investor, (iii) that certain letter agreement, dated as of October 16, 2004, by and between the Company and the Investor, (iv) that certain Common Stock Purchase Warrant No. W-J04-C-2, dated July 14, 2004 ("Warrant No. 3"), exercisable into 1,420,421 shares of common stock, par value $.001 per share, of the Company ("Common Stock"), at an exercise price of $0.0325 cents per share ("Warrant No. 3 Exercise Price"), issued by the Company to the Investor, and (v) that certain Common Stock Purchase Warrant No. W-J04-D-2, dated July 14, 2004 ("Warrant No. 4"), exercisable into 4,683,823 shares at an exercise price of $0.0325 cents per share ("Warrant No. 4 Exercise Price"), issued by the Company to the Investor. For purposes of this letter agreement, (a) Warrant No. 3 and Warrant No. 4 are herein referred to collectively as the "Warrants" and (b) Warrant No. 3 Exercise Price, and Warrant No. 4 Exercise Price are herein referred to collectively as the "Exercise Price". For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Company and the Investor hereby agree as follows: The Company represents and warrants to the Investor that, as of the date hereof, the Company had 240,497,105 shares of Common Stock issued and outstanding. On the condition that: (i) Warrant No. 3 is exercised in full and (ii) Warrant No. 4 is exercised in full (the aggregate of 6,104,244 shares of Common Stock due upon such exercise is referred to herein collectively as the "Exercised Warrants"), the Exercise Price with respect to all of the shares of Common Stock underlying all of the Warrants shall be reduced to $.015 cents per share. In consideration for the foregoing and as payment of the exercise price of $.015 cents per share for the Exercised Warrants, in accordance with Section 2 of the Warrants, the Exercise Price of $91,563.66 shall be paid through the reduction of Principal Amount outstanding under the Note. The Company and the Investor hereby agree that the Investor elects to immediately, and without further action, convert the principal amount of $105,000 of the remaining Principal Amount outstanding under the Promissory Note into an aggregate of 7,000,000 Conversion Shares (as defined in the Note) at a Conversion Price (as defined in the Note) of $.015 cents per share. Willow Bend Management Ltd. November 16, 2004 Page 3 Each of the Company and the Investor agree that, notwithstanding anything to the contrary contained in Section 1(c) of the Note, any unpaid and accrued interest under the Note though the date hereof shall be due and payable on the Maturity Date (as defined in the Note). The Company agrees to cause to be promptly issued certificates representing the shares underlying the Exercised Warrants and Conversion Shares to the Investor or, if such shares are sold by the Investor, to issue DWAC instructions for such shares to the Company's transfer agent. The Note Purchase Agreement, Note and Warrants are hereby deemed amended to reflect the foregoing. Except as amended hereby, the provisions of the Note Purchase Agreement, Note and the Warrants shall be unmodified and shall remain in full force and effect. As promptly as practicable but no later than four (4) business days following the exercise of the Warrants and Conversion Shares, the Company shall file a Form 8-K with the Securities and Exchange Commission as required under the rules and regulations of the Securities Exchange Act of 1934, as amended, and shall take such further actions as it shall deem necessary or appropriate to deliver the final prospectus, as amended or supplemented, relating to the sale of the shares of Common Stock underlying the Warrants and Conversion Shares under the Securities Act of 1933, as amended, and deliver same to the Investor prior to its sale of shares of Common Stock underlying the Warrants and Conversion Shares. The Investor agrees that it shall not sell any shares of Common Stock underlying the Warrants and Conversion Shares pursuant to the Registration Statement on Form S-3, No. 333-118457, without proper delivery of the final prospectus, as amended or supplemented. Please confirm your agreement to the foregoing by executing the enclosed copy of this letter and returning it to the undersigned, whereupon it shall become a binding agreement between us as of the date hereof. Very truly yours, RAMP CORPORATION By: ___________________________ Name: Andrew Brown Title: Chief Executive Officer ACCEPTED AND AGREED TO: WILLOW BEND MANAGEMENT LTD. By: ______________________________ Name: Title: