REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2005 • Vcampus Corp • Services-services, nec • Delaware
Registration Rights Agreement, dated effective as of December 8, 2005, 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”).
PURCHASE WARRANTVcampus Corp • December 14th, 2005 • 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 six months from the Issuance Date (“Exercise Date”), but not later than 5:00 P.M., Eastern time, on the fifth (5th) anniversary of the Issuance Date (the “Expiration Date”), a total of [75% of the number of shares of Common Stock issuable upon conversion, at closing, of the Company’s Series A-1 Preferred Stock purchased by the Warrantholder] 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 A-1 Preferred Stock; provided, however, that if the conversion price of the Company’s Series A-1 Preferred Stock resets on March 31, 2006, then the number of Warrant
ContractSubscription Agreement • December 14th, 2005 • Vcampus Corp • Services-services, nec • Delaware
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 UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES MAY NOT BE TRANSFERRED OR RESOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
