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”).
PURCHASE WARRANTVcampus Corp • March 24th, 2006 • 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
ContractSubscription Agreement • March 24th, 2006 • 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.
