EXHIBIT 10.109


 


AMENDED
CERTIFICATE OF DESIGNATIONS,


 


PREFERENCES AND RIGHTS


 


OF


 


SERIES A-1
CONVERTIBLE PREFERRED STOCK


 


OF


 


VCAMPUS
CORPORATION


 


Pursuant to Section 151 of the
General


Corporation Law of the State of Delaware


 


The
undersigned officer of VCampus Corporation, a Delaware corporation (the “Corporation”),
pursuant to the provisions of Section 151 of the General Corporation Law
of the State of Delaware, does hereby make this Certificate of Amendment of the
Certificate of Designations, Preferences and Rights of Series A-1
Convertible Preferred Stock, originally filed with the office of the Secretary
of State of the State of Delaware on December 2, 2005, as amended on December 27,
2005 (the “Series A-1 Certificate of Designations”), and does hereby state
and certify that pursuant to the authority expressly vested in the Board of
Directors of the Corporation by its Certificate of Incorporation, as amended,
originally filed with the office of the Secretary of State of the State of
Delaware on March 22, 1985, the Board of Directors of the Corporation duly
adopted the following resolutions:


 


RESOLVED, that the Series A-1 Certificate of Designations is
hereby amended by deleting in its entirety Section 5(c) of Article II
relating to “Conversion Price Resets” and substituting the following:


 


(c)                                  Conversion Price Resets. If before March 31, 2006, the
common stock does not trade at or above $6.00 per share (as adjusted for any
stock splits, stock dividends or similar events) for at least ten (10) consecutive
trading days after the Conversion Stock and the related shares of common stock
issuable upon exercise of warrants held by the Series A-1 investors have
been registered for resale under a registration statement declared effective by
the SEC (and remains effective throughout those ten (10) consecutive
trading days), then the Conversion Price shall reset on March 31, 2006 to
equal $0.61 (based on the closing bid price of the common stock on December 21,
2005, as reported on the Principal Market, plus $0.10 per share to reflect the
imputed value, for Nasdaq listing compliance purposes, of the warrants issued
in the Series A-1 financing)(the “Reset Price”); provided, however, that
if the Conversion Price adjusts to $0.61 as provided above and thereafter the
Corporation’s stockholders approve the Series A-1 financing and the
issuance in full of the shares of common stock issuable pursuant thereto, then
the Reset Price shall, to the extent permitted by Nasdaq rules, reset to equal
$0.50 from and after the date of such stockholder approval. The Reset Price
shall automatically adjust for any stock splits, stock dividends or similar
events.


 

















 


This Amended Certificate of Designations of the
Corporation has been duly adopted in accordance with Section 151 of the
General Corporation Law of the State of Delaware.


 


The
undersigned is signing this Amended Certificate of Designations on behalf of
the Corporation on January 4, 2006.


 


 


	
   

  	
   

  	
  /s/
  Christopher L. Nelson

  	
   

  
	
   

  	
  Christopher
  L. Nelson

  
	
   

  	
  Chief
  Financial Officer