0001104659-03-022369 Sample Contracts

SECURITIES PURCHASE AGREEMENT

Securities Purchase Agreement • October 7th, 2003 • Vcampus Corp • Services-services, nec • Delaware

• Contract Type
  Securities Purchase Agreement
• Filed
  October 7th, 2003
• Company
  Vcampus Corp
• Industry
  Services-services, nec
• Jurisdiction
  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”).

PLACEMENT AGENT AGREEMENT

Placement Agent Agreement • October 7th, 2003 • Vcampus Corp • Services-services, nec • New York

• Contract Type
  Placement Agent Agreement
• Filed
  October 7th, 2003
• Company
  Vcampus Corp
• Industry
  Services-services, nec
• Jurisdiction
  New York

VCampus Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Brean Murray & Co., Inc. (the “Placement Agent”), as follows:

Contract

Vcampus Corp • October 7th, 2003 • Services-services, nec • Delaware

• Company
  Vcampus Corp
• Filed
  October 7th, 2003
• Industry
  Services-services, nec
• Jurisdiction
  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.