|
EXHIBIT 10.43
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED
(THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE
OR OTHER
JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE
OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED,
HYPOTHECATED OR
OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO AN
EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION
THAT IS EXEMPT
FROM, OR NOT SUBJECT TO, SUCH REGISTRATION UNDER THE SECURITIES
ACT OR ANY
APPLICABLE STATE SECURITIES LAWS.
CONVERTIBLE PROMISSORY NOTE
$25,000 November __ , 2004
For value received, the undersigned, RAMP CORPORATION, , a
Delaware corporation (the "Maker"), promises to pay to
__________________ , a
_____________ corporation (the "Holder"), at the office of the
Maker, or at such
other place as the Holder may designate, the aggregate principal
amount of
Twenty-Five Thousand Dollars ($25,000) (the "Principal Amount"),
together with
interest on such Principal Amount, computed quarterly on the
basis of a 365 day
year, at the rate of ten percent (10%) per annum. The entire
outstanding and
unpaid Principal Amount and accrued and unpaid interest under
this Convertible
Promissory Note (this "Note") may, at the option of the Holder,
be converted
into shares of the Maker's common stock, par value $.001 per
share ("Common
Stock") in accordance with Section 2 and Section 3 below.
1. Interest. Interest on the principal amount outstanding at any
time under
this Note shall accrue and be paid quarterly, in arrears,
computed on the basis
of a 365 day year, at the rate of ten percent (10%) per annum.
Accrual of
interest shall commence on the date hereof and continue until
payment in full of
the unpaid principal and accrued and unpaid interest on this
Note on or before
the Maturity Date (as defined in Section 2 hereof). Upon the
occurrence of an
Event of Default (as defined in Section 7 hereof), then to the
extent permitted
by law, the Maker will pay interest to the Holder on the
outstanding principal
amount of the Note on a monthly basis, from the date of the
Event of Default
until payment in full, at the rate of eighteen percent (18%) per
annum.
2. Maturity Date and Payment.
(a) Subject to the rights of the Holder to convert the Note into
shares of
Common Stock as set forth in this Section and Section 3 hereof,
the outstanding
principal amount of this Note, plus all accrued and unpaid
interest, shall be
due and payable by Maker in cash on the Maturity Date. For
purposes of this
Agreement, the term "Maturity Date" shall mean the earliest to
occur of any of
the following events:
<PAGE>
(i) December 15, 2004;
(ii) immediately upon the occurrence of a Change in Control
(as
defined below); and
(iii) the date on which this Note becomes immediately due
and
payable pursuant to Section 8 hereof.
(b) The Maker may prepay all or a portion of the outstanding
principal amount of this Note, at any time and from time to
time, prior to the
Maturity Date without premium or penalty; provided, however,
that the Maker's
right to make any such prepayment shall be subject to the
Holder's right of
conversion pursuant to Section 3 hereof. Each prepayment shall
be applied first
to the payment of all interest accrued hereunder on the date of
any prepayment,
and the balance of any such prepayment shall be applied to the
principal amount
hereof.
(c) Change in Control. As used herein the term "Change in
Control"
shall be deemed to have occurred if: (a) any "person" or "group"
(as such terms
are used in Sections 3(a)(9) and 13(d)(3) of the Securities
Exchange Act of
1934, as amended (the "Act")), becomes a "beneficial owner" (as
such term is
used in Rule 13d-3 promulgated under the Act), after the date
hereof, directly
or indirectly, of securities of the Maker representing more than
50% of the
combined voting power of the Maker's then outstanding
securities; (b) a change
in "control" of the Maker (as the term "control" is defined in
Rule 12b-2 or any
successor rule promulgated under the Act) shall have occurred;
(c) the Maker
shall consummate the sale or disposition of all or substantially
all of the
Maker's assets; or (d) the Maker shall consummate a merger,
consolidation,
recapitalization or other similar transaction, other than a
merger or
consolidation which would result in the combined voting power of
the Maker's
voting securities outstanding immediately prior thereto
continuing to represent
(either by remaining outstanding or by being converted into
voting securities of
the surviving entity) 50% or more of the combined voting power
of the voting
securities of the Maker or such surviving entity outstanding
immediately after
such merger or consolidation.
3. Conversion Rights.
(a) So long as this Note is outstanding, the Maker shall provide
at
least five (5) business days prior written notice, or in the
case of Section
3(a), as soon as practicable, to the Holder in writing of: (i)
December 15,
2005; (ii) a Change of Control; or (iii) a prepayment under
Section 2(b) hereof
(any of the events (i) through (iii) above, a "Conversion
Event"). After receipt
of a notice of a Conversion Event, at the Holder's option, the
Holder may elect
to convert the unpaid principal amount of this Note, together
with all accrued
and unpaid interest thereon through the date of such conversion,
in whole or in
part, into shares of Common Stock at the Conversion Price (as
defined below).
For purposes of this Note, the "Conversion Price" shall be $.02
cents per share.
If the Maker shall at any time or from time to time after the
date hereof,
effect a stock split of the outstanding Common Stock, the
applicable Conversion
Price in effect immediately prior to the stock split shall be
proportionately
decreased. If the Company shall at any time or from time to time
after the date
hereof, combine the outstanding shares of Common Stock,
including in connection
with a reverse stock split, the applicable Conversion Price in
effect
immediately prior to the combination shall be proportionately
increased. Any
adjustments under this Section 3(a) shall be effective at the
close of business
on the date the stock split or combination occurs.
(b) In order for the Holder to exercise the conversion rights
above,
the Holder shall, within five (5) business days after receipt of
such notice of
a Conversion Event from Maker, surrender this Note to Maker at
Maker's principal
office address, 33 Maiden Lane, New York, New York 10038 (or
such other address
as Maker shall have specified in its written notice to the
Holder), accompanied
by a
-2-
<PAGE>
written notice (the "Conversion Notice") to Maker stating that
the Holder
elects to convert this Note. As soon as practicable after
receipt of any such
Conversion Notice, and in any event within ten (10) business
days thereafter,
Maker will cause to be issued in the name of and delivered to
the Holder a
certificate or certificates, dated the date of the Conversion
Notice, for the
number of fully paid and nonassessable whole shares of Common
Stock to which the
Holder shall be entitled on such conversion, plus cash equal to
the amount of
any fractional shares (determined based on the per share price
of the shares of
Common Stock). The Holder shall also execute such other
agreements and documents
as Maker may reasonably require in connection with the
conversion of all or any
portion of this Note into shares of Common Stock of Maker. If
within such five
(5) business days the Holder fails to surrender this Note for
conversion, and if
the principal amount, plus accrued interest is paid by the Maker
in full on or
before the Maturity Date, the right to convert this Note, in
whole or in part,
into such shares of Common Stock will terminate. Upon the
conversion of this
Note by the Holder, the Holder shall be entitled to the same
rights and
privileges (including, without limitation, registration rights)
as the Ma
| 
