This LOAN AND SECURITY AGREEMENT is entered into as of August 14, 1998, by and between IMPERIAL BANK ("Bank") and UOL PUBLISHING, INC. ("Borrower"). RECITALSLoan and Security Agreement • November 13th, 1998 • Uol Publishing Inc • Services-services, nec • California
1 EXHIBIT 10.33 UOL PUBLISHING, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "Agreement") is dated this 29th day of June 1998 by and among UOL Publishing, Inc., a Delaware...Registration Rights Agreement • August 14th, 1998 • Uol Publishing Inc • Services-services, nec • Delaware
WARRANT TO PURCHASE COMMON STOCK OF VCAMPUS CORPORATIONWarrant Agreement • June 1st, 2001 • Vcampus Corp • Services-services, nec • Delaware
UOL PUBLISHING, INC. 1,430,000 SHARES COMMON STOCK PURCHASE AGREEMENTPurchase Agreement • November 20th, 1996 • Uol Publishing Inc • Services-services, nec • New York
ANDStock Purchase Agreement • January 13th, 2000 • Vcampus Corp • Services-services, nec • Pennsylvania
SECTION 3 SELLERS'S REPRESENTATIONS AND WARRANTIESAsset Purchase Agreement • July 28th, 1999 • Uol Publishing Inc • Services-services, nec • Virginia
RECITALSLoan Modification Agreement • August 14th, 1998 • Uol Publishing Inc • Services-services, nec • Virginia
EXHIBIT 10.39 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Warrant Agreement • November 13th, 1998 • Uol Publishing Inc • Services-services, nec • California
REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement, dated as of January 11, 2000, by and between VCampus Corporation, a Delaware corporation ("Company"), and Mastech Corporation, a Pennsylvania corporation, through its Mastech eVentures...Registration Rights Agreement • January 13th, 2000 • Vcampus Corp • Services-services, nec • Pennsylvania
SUBSCRIPTION AGREEMENT COMMON STOCKSubscription Agreement • June 1st, 2001 • Vcampus Corp • Services-services, nec • Delaware
LOAN AGREEMENTLoan Agreement • November 13th, 1998 • Uol Publishing Inc • Services-services, nec • California
WITNESSETH:Registration Rights Agreement • May 1st, 2000 • Vcampus Corp • Services-services, nec • Delaware
EXHIBIT 2.4 ------------------------------------------------------------------------------ AGREEMENT AND PLAN OF MERGERMerger Agreement • November 17th, 1997 • Uol Publishing Inc • Services-services, nec • Delaware
1 EXHIBIT 10.59 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is dated effective as of May 29, 2001, by and between VCampus Corporation, a Delaware corporation ("Company"), and each of the purchasers set forth on Schedule A attached...Registration Rights Agreement • June 1st, 2001 • Vcampus Corp • Services-services, nec • Delaware
WARRANT TO PURCHASE COMMON STOCK OF VCAMPUS CORPORATIONWarrant Agreement • June 1st, 2001 • Vcampus Corp • Services-services, nec • Delaware
WARRANT TO PURCHASE COMMON STOCK OF VCAMPUS CORPORATIONWarrant Agreement • May 1st, 2000 • Vcampus Corp • Services-services, nec • Virginia
2 3 payable to Farrell in equal monthly installments consistent with UOL's standard payroll practices, the first of such installments to be due within thirty (30) days after termination hereof. In order, however, to invoke termination for "Good...Employment Agreement • March 31st, 1998 • Uol Publishing Inc • Services-services, nec • Virginia
ARTICLE 1 DEFINITIONSStock Purchase Agreement • November 13th, 1998 • Uol Publishing Inc • Services-services, nec • Virginia
1 EXHIBIT 10.32 UOL PUBLISHING, INC. SERIES D PREFERRED STOCK PURCHASE AGREEMENT This Series D Preferred Stock Purchase Agreement (the "Agreement") is entered into as of the 29th day of June 1998, by and among UOL Publishing, Inc., a Delaware...Series D Preferred Stock Purchase Agreement • August 14th, 1998 • Uol Publishing Inc • Services-services, nec • Delaware
Exhibit I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the...Joint Filing Agreement • April 19th, 2004 • Vcampus Corp • Services-services, nec
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, $0.01 par value, of VCampus Corporation, a Delaware corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 26th, 2006 • Vcampus Corp • Services-services, nec • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 25, 2006, by and among VCampus Corporation, a Delaware corporation, with headquarters located at 1850 Centennial Park Drive, Suite 200, Reston, VA 20191 (the ”Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
1 EXHIBIT 10.40 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR BY THE SECURITIES REGULATORY AUTHORITY OF ANY OTHER JURISDICTION, NOR HAS ANY COMMISSION OR AUTHORITY PASSED...Subscription Agreement • March 31st, 1999 • Uol Publishing Inc • Services-services, nec
2 3 3.3 AUTHORIZATION. All corporate action on the part of the Company and its directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the Rights Agreement, the performance of all the Company's...Series C Preferred Stock and Warrant Purchase Agreement • May 15th, 1998 • Uol Publishing Inc • Services-services, nec • Delaware
1 EXHIBIT 2.3 STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 14th, 1997 • Uol Publishing Inc • Services-services, nec • Virginia
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2006 • Vcampus Corp • Services-services, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 25, 2006, by and among VCampus Corporation, a Delaware corporation, with headquarters located at 1850 Centennial Park Drive, Suite 200, Reston, VA 20191 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 28th, 1997 • Uol Publishing Inc • Services-services, nec • Virginia
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2004 • Vcampus Corp • Services-services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of this 23rd day of March 2004 by and among VCampus Corporation, a corporation organized under the laws of Delaware (the “Company”), and the persons identified as Purchasers pursuant to that certain Purchase Agreement of even date herewith by and among the Company and such Purchasers (the “Purchase Agreement”).
1 EXHIBIT 10.26 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of October 31, 1997, between UOL PUBLISHING, INC., a corporation organized and existing under the laws of the State of Delaware ("UOL") and FARZIN ARSANJANI ("Employee"). WHEREAS, Employee...Employment Agreement • March 31st, 1998 • Uol Publishing Inc • Services-services, nec • Virginia
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2006 • Vcampus Corp • Services-services, nec • Delaware
Registration Rights Agreement, dated effective as of March 22, 2006, by and between VCampus Corporation, a Delaware corporation (the “Company”), and each of the purchasers set forth on Schedule A attached hereto (each individually, a “Purchaser” and collectively, the “Purchasers”).
1 EXHIBIT 10.46 [BANKERS CAPITAL MANAGEMENT COMPANY, INC. LOGO] SECURITY AGREEMENT This Security Agreement (hereinafter "Agreement") is made and entered into effective on the date shown below as having been accepted by BANKERS CAPITAL MANAGEMENT CO.,...Security Agreement • September 20th, 1999 • Vcampus Corp • Services-services, nec • California
2 3 shall be entitled to receive, as his exclusive remedy for such termination, the severance benefit set forth in subsection 8d hereof (the "Severance Benefit"). Such Severance Benefit shall be payable to Anderson in equal monthly installments...Employment Agreement • March 31st, 1998 • Uol Publishing Inc • Services-services, nec • Virginia
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 7th, 2003 • Vcampus Corp • Services-services, nec • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 30, 2003, by and among VCAMPUS CORPORATION, a Delaware corporation (the “Company”), and the PURCHASERS listed in Exhibit A (each, a “Purchaser” and collectively, “Purchasers”).
QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • October 3rd, 2002 • Vcampus Corp • Services-services, nec • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
PURCHASE WARRANTPurchase Warrant • March 24th, 2006 • Vcampus Corp • Services-services, nec • Delaware
This is to certify that, FOR VALUE RECEIVED, [Name of Purchaser] (“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from VCampus Corporation, a corporation organized under the laws of Delaware (“Company”), at any time and from time to time commencing four years from the Issuance Date (“Exercise Date”), but not later than 5:00 P.M., Eastern time, on the tenth (10th) anniversary of the Issuance Date (the “Expiration Date”), a total of [pro rata portion of 1,000,000 shares based on total of $2.3 million investment] shares (“Warrant Shares”) of Common Stock, $0.01 par value per share (“Common Stock”), of the Company, at an exercise price per share equal to the then applicable conversion price of the Company’s Series B-1 Preferred Stock. The exercise price in effect from time to time is hereafter called the “Warrant Price”. The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time
ContractWarrant Agreement • August 14th, 2003 • Vcampus Corp • Services-services, nec • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
