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:
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(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-
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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,
