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”).
SECURITY AGREEMENTSecurity Agreement • March 30th, 2004 • Vcampus Corp • Services-services, nec • New York
SECURITY AGREEMENT dated as of March 23, 2004 by and between VCAMPUS CORPORATION, a Delaware corporation (the “Company”), and SHERLEIGH ASSOCIATES, LLC, in its capacity as the collateral agent for the Secured Parties referred to below (together with its successors in such capacity, the “Collateral Agent”).
PURCHASE AGREEMENTPurchase Agreement • March 30th, 2004 • Vcampus Corp • Services-services, nec • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 23rd day of March 2004 by and among VCampus Corporation, a Delaware corporation (the “Company”), the Purchasers set forth on the signature pages affixed hereto (each a “Purchaser” and collectively the “Purchasers”), and Sherleigh Associates, LLC, in its capacity as the collateral agent (together with its successors in such capacity, the “Collateral Agent”).
VCAMPUS CORPORATION PURCHASE WARRANTPurchase Warrant • March 30th, 2004 • Vcampus Corp • Services-services, nec • New York
This is to certify that, FOR VALUE RECEIVED, (“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 six months from the Issuance Date, or on the date of Shareholder Approval, whichever shall first occur (“Exercise Date”), but not later than 5:00 P.M., Eastern time, on the fifth (5th) anniversary of the Issuance Date (“Expiration Date”), a total of [ ]shares (“Warrant Shares”) of Common Stock, $0.01 par value (“Common Stock”) of the Company, at an initial exercise price per share equal to the Market Price as of the Issuance Date. The exercise price in effect from time to time is hereafter called the “Warrant Price”. Immediately following the date of Shareholder Approval, the Warrant Price shall thereafter be $1.63 (subject to adjustment as provided herein as if the Warrant Price had been $1.63 on the Issuance Date). The nu
