0001104659-06-062904 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration 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”).

SECURITY AGREEMENT
Security Agreement • September 26th, 2006 • Vcampus Corp • Services-services, nec • New York

SECURITY AGREEMENT, dated as of September 25, 2006 (this “Agreement”) made by VCampus Corporation, a Delaware corporation (the “Company”), and Prosoft Learning Corporation, a Nevada corporation and wholly owned subsidiary of the Company (each a “Grantor” and collectively and together with the Company the “Grantors”), in favor of Gottbetter Capital Master, Ltd., a Delaware limited liability company (the “Buyer”).

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