Exhibit 10.113


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES
LAWS, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION FOR NON-PUBLIC OFFERINGS. THIS
SECURITY MAY NOT BE SOLD OR TRANSFERRED UNLESS IT IS REGISTERED UNDER THE ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS THE ISSUER RECEIVES AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.


 


No. W-


Issuance Date: 
March 22, 2006


 


VCAMPUS
CORPORATION


 


PURCHASE WARRANT


 


WARRANT
TO PURCHASE SHARES OF COMMON STOCK


 


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 to time as described herein.


 


This Warrant has been issued pursuant to the terms of
the Subscription Agreement (“Purchase Agreement”) dated on or about the date
hereof between the Company and the Warrantholder. Capitalized terms used herein
and not defined shall have the meaning specified in the Purchase Agreement.


 


Section
1.  Registration. The Company shall maintain books for the
transfer and registration of the Warrant. Upon the initial issuance of the
Warrant, the Company shall issue and register the Warrant in the name of the
Warrantholder.


 


Section
2.  Transfers. As provided herein, this Warrant may be
transferred only pursuant to a registration statement filed under the
Securities Act of 1933, as amended (“Securities Act”) or an exemption from
registration thereunder. Subject to such restrictions, the Company shall
transfer this Warrant from time to time, upon the books to be maintained by the
Company for that purpose, upon surrender hereof for transfer properly endorsed
or accompanied


 

















 


by appropriate instructions for transfer upon any such transfer, and a
new Warrant shall be issued to the transferee and the surrendered Warrant shall
be canceled by the Company.


 


Section
3.  Exercise of Warrant.


 


(a)Subject
to the provisions hereof, the Warrantholder may exercise this Warrant in whole
or in part at any time and from time to time on and after the Exercise Date and
ending on the Expiration Date, upon surrender of the original of this Warrant,
together with delivery of the duly executed Warrant exercise form attached
hereto (the “Exercise Agreement”) (which may be by fax), to the Company during
normal business hours on any business day at the Company’s principal executive
offices (or such other office or agency of the Company as it may designate by
notice to the holder hereof), and upon payment to the Company in cash, by
certified or official bank check or by wire transfer for the account of the
Company of the Warrant Price for the Warrant Shares specified in the Exercise
Agreement. The Warrant Shares so purchased shall be deemed to be issued to the
holder hereof or such holder’s designee, as the record owner of such shares, as
of the close of business on the date on which the completed Exercise Agreement
and original of this Warrant shall have been delivered to the Company (or such
later date as may be specified in the Exercise Agreement). Certificates for the
Warrant Shares so purchased, representing the aggregate number of shares
specified in the Exercise Agreement, shall be delivered to the holder hereof
within a reasonable time after this Warrant shall have been so exercised. The
certificates so delivered shall be in such denominations as may be requested by
the holder hereof and shall be registered in the name of such holder or such
other name as shall be designated by such holder. If this Warrant shall have
been exercised only in part, then, unless this Warrant has expired, the Company
shall (subject to Section 3(b) below), at its expense, at the time of delivery
of such certificates, deliver to the holder a new Warrant representing the
number of shares with respect to which this Warrant shall not then have been
exercised. In lieu of delivering physical certificates representing the shares
of Common Stock issuable upon exercise of this Warrant, provided the Company’s
transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program and such certificates can be issued without
restrictive legends in accordance with applicable securities laws, upon request
of the Warrantholder, the Company shall use commercially reasonable efforts to
cause its transfer agent to electronically transmit such shares issuable upon
exercise to the Warrantholder (or its designee), by crediting the account of
the Warrantholder’s (or such designee’s) prime broker with DTC through its
Deposit Withdrawal Agent Commission system (provided that the same time periods
herein as for stock certificates shall apply).


 


(b)                                 the holder of this Warrant may, at its election
exercised in its sole discretion, exercise this Warrant and, in lieu of making
the cash payment otherwise contemplated to be made to the Company upon such
exercise in payment of the Warrant Price for the Warrant Shares specified in
the Exercise Agreement, elect instead to receive upon such exercise the “Net
Number” of shares of Common Stock determined according to the following formula
(a “Cashless Exercise”):


 


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  Net Number =

  	
  (A x B) - (A x
  C)

  	
   

  
	
   

  	
   

  	
  B

  	
   

  



 


For purposes of the foregoing formula:


 


A= the total number of
shares with respect to which this Warrant is then being exercised.


 


B= the average of the
Closing Sale Price of the Common Stock over the five Trading Days immediately
preceding the date of the Exercise Notice.


 


C= the Warrant Price then
in effect for the applicable Warrant Shares at the time of such exercise.


 


Section
4.  Compliance with the Securities Act of 1933. Neither this
Warrant nor the Common Stock issued upon exercise hereof nor any other security
issued or issuable upon exercise of this Warrant may be offered or sold except
as provided in this Warrant and in conformity with the Securities Act of 1933,
as amended, and then only against receipt of an agreement of such person to
whom such offer of sale is made to comply with the provisions of this Section 4
with respect to any resale or other disposition of such security. The Company
may cause the legend set forth on the first page of this Warrant to be set
forth on each Warrant or similar legend on any security issued or issuable upon
exercise of this Warrant until the Warrant Shares have been registered for
resale under the Registration Rights Agreement or until Rule 144 is available,
unless counsel for the Company is of the opinion as to any such security that
such legend is unnecessary.


 


Section
5.  Payment of Taxes. The Company will pay any documentary
stamp taxes attributable to the initial issuance of Warrant Shares issuable
upon the exercise of the Warrant; provided, however, that the Company shall not
be required to pay any tax or taxes which may be payable in respect of any
transfer involved in the issuance or delivery of any certificates for Warrant
Shares in a name other than that of the registered holder of this Warrant in
respect of which such shares are issued. The holder shall be responsible for
income taxes due under federal or state law, if any such tax is due.


 


Section
6.  Mutilated or Missing Warrants. In case this Warrant shall
be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange
and substitution of and upon cancellation of the mutilated Warrant, or in lieu
of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of
like tenor and for the purchase of a like number of Warrant Shares, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction of the Warrant, and with respect to a lost, stolen or
destroyed Warrant, reasonable indemnity or bond with respect thereto, if
reasonably requested by the Company.


 


Section
7.  Reservation of Common Stock. The Company hereby represents
and warrants that there have been reserved, and the Company shall at all
applicable times keep reserved, out of the authorized and unissued Common
Stock, a number of shares sufficient to


 


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provide for the exercise of the rights of purchase represented by the
Warrant in full. The Company agrees that all Warrant Shares issued upon
exercise of the Warrant in accordance with its terms shall be, at the time of
delivery of the certificates for such Warrant Shares, duly authorized, validly
issued, fully paid and non-assessable shares of Common Stock of the Company.


 


Section
8.  Warrant Price. The Warrant Price, subject to adjustment as
provided in Section 9, shall, if payment is made in cash or by certified check,
be payable in lawful money of the United States of America.


 


Section
9.  Adjustment of Warrant Exercise Price and Number of Shares.
The Warrant Price and the number of shares of Common Stock issuable upon
exercise of this Warrant shall be adjusted from time to time as follows:


 


(a)                                  If
the Company or any of its subsidiaries shall at any time or from time to time
while the Warrant is outstanding, pay a dividend or make a distribution on its
capital stock in shares of Common Stock, subdivide its outstanding shares of
Common Stock into a greater number of shares or combine its outstanding shares
into a smaller number of shares or issue by reclassification of its outstanding
shares of Common Stock any shares of its capital stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), then the number of Warrant Shares
purchasable upon exercise of the Warrant and the Warrant Price in effect
immediately prior to the date upon which such change shall become effective,
shall be adjusted by the Company so that the Warrantholder thereafter
exercising the Warrant shall be entitled to receive the number of shares of
Common Stock or other capital stock which the Warrantholder would have received
if the Warrant had been exercised immediately prior to such event. Such
adjustment shall be made successively whenever any event listed above shall
occur.


 


(b)                                 If
any capital reorganization, reclassification of the capital stock of the
Company, consolidation or merger of the Company with another corporation, or
sale, transfer or other disposition of all or substantially all of the Company’s
assets to another corporation shall be effected, then, as a condition of such
reorganization, reclassification, consolidation, merger, sale, transfer or
other disposition, lawful and adequate provision shall be made whereby each
Warrantholder shall thereafter have the right to purchase and receive upon the
basis and upon the terms and conditions herein specified and in lieu of the
Warrant Shares immediately theretofore issuable upon exercise of the Warrant,
such shares of stock, securities or assets as would have been issuable or
payable with respect to or in exchange for a number of Warrant Shares equal to
the number of Warrant Shares immediately theretofore issuable upon exercise of
the Warrant, had such reorganization, reclassification, consolidation, merger,
sale, transfer or other disposition not taken place, and in any such case
appropriate provision shall be made with respect to the rights and interests of
each Warrantholder to the end that the provisions hereof (including, without limitations,
provision for adjustment of the Warrant Price) shall thereafter be applicable,
as nearly equivalent as may be practicable in relation to any shares of stock,
securities or properties thereafter deliverable upon the exercise hereof.


 


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(c)                                  In
the event that, as a result of an adjustment made pursuant to Section 9, the
holder of this Warrant shall become entitled to receive any shares of capital
stock of the Company other than shares of Common Stock, the number of such
other shares so receivable upon exercise of this Warrant shall be subject
thereafter to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Warrant Shares
contained in this Warrant.


 


(d)                                 In
the event of any adjustment pursuant to this Section 9 in the number of Warrant
Shares issuable hereunder upon exercise, the Warrant Price shall be inversely
proportionately increased or decreased, as the case may be, such that the
aggregate purchase price for Warrant Shares upon full exercise of this Warrant
shall remain the same. Similarly, in the event of any adjustment in the Warrant
Price pursuant to this Section 9 (but not for any other reason), the number of
Warrant Shares issuable hereunder upon exercise shall be inversely
proportionately increased or decreased, as the case may be, such that the
aggregate purchase price for Warrant Shares upon full exercise of this Warrant
shall remain the same.


 


Section
10.  Fractional Interest. The Company shall not be required to
issue fractions of Warrant Shares upon the exercise of the Warrant. If any
fraction of a Warrant Share would, except for the provisions of this Section,
be issuable upon the exercise of the Warrant (or specified portions thereof),
the Company shall round such calculation to the nearest whole number and
disregard the fraction.


 


Section
11.  Benefits. Nothing in this Warrant shall be construed to
give any person, firm or corporation (other than the Company and the
Warrantholder) any legal or equitable right, remedy or claim, it being agreed
that this Warrant shall be for the sole and exclusive benefit of the Company
and the Warrantholder.


 


Section
12.  Notices to Warrantholder. Upon the happening of any event
requiring an adjustment of the Warrant Price, the Company shall forthwith give
written notice thereof to the Warrantholder at the address appearing in the
records of the Company, stating the adjusted Warrant Price and the adjusted
number of Warrant Shares resulting from such event and setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. In the event of a dispute with respect to any such
calculation, the certificate of the Company’s independent certified public
accountants shall be conclusive evidence of the correctness of any computation
made, absent manifest error. Failure to give such notice to the Warrantholder
or any defect therein shall not affect the legality or validity of the subject
adjustment. At the Warrantholder’s request, the Company shall deliver to the
Warrantholder as of a requested date a notice specifying the Warrant Price and
the number of Warrant Shares into which this Warrant is exercisable as of such
date.


 


Section
13.  Notices. Any notice pursuant hereto to be given or made
by the Warrantholder to or on the Company shall be sufficiently given or made
if delivered personally or by facsimile or if sent by an internationally
recognized courier, addressed as follows:


 


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VCampus
Corporation


1850
Centennial Park Drive


Suite
200


Reston,
VA  20191


Attention:  CFO


 


With a copy to:


 


Maupin Taylor,
P.A.


3200 Beechleaf
Court, Suite 500


Raleigh, North
Carolina 27604


Attn:  Kevin A. Prakke, Esq.


 


or such other address as the Company may specify in
writing by notice to the Warrantholder complying as to delivery with the terms
of this Section 13.


 


Any notice pursuant hereto to be given or made by the
Company to or on the Warrantholder shall be sufficiently given or made if
personally delivered or if sent by an internationally recognized courier
service by overnight or two-day service, to the address set forth on the books
of the Company or, as to each of the Company and the Warrantholder, at such other
address as shall be designated by such party by written notice to the other
party complying as to delivery with the terms of this Section 13.


 


All such notices, requests, demands, directions and
other communications shall, when sent by courier, be effective two (2) days
after delivery to such courier as provided and addressed as aforesaid. All
faxes shall be effective upon receipt.


 


Section
14.  Registration Rights. The initial holder of this Warrant
is entitled to the benefit of certain registration rights in respect of the
Warrant Shares as provided in the Registration Rights Agreement.


 


Section
15.  Successors. All the covenants and provisions hereof by or
for the benefit of the Warrantholder shall bind and inure to the benefit of its
respective successors and assigns hereunder.


 


Section
16.  Governing Law. This Warrant shall be deemed to be a
contract made under the laws of the State of Delaware, without giving effect to
its conflict of law principles, and for all purposes shall be construed in
accordance with the laws of said State.


 


Section
17.  Assignment, etc. The Warrantholder may assign or transfer
this Warrant to any transferee only with the prior written consent of the
Company. This Warrant shall be binding upon the Company and its successors and shall
inure to the benefit of the Warrantholder and its successors and permitted
assigns.


 


Section 18.  Definitions.
The following words and terms as used in this Warrant shall have the following
meanings:


 


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(i)                                     “Business
Day” means any day other than Saturday, Sunday or other day on which
commercial banks in the City of New York are authorized or required by law to
remain closed.


 


(ii)                                  “Closing
Sale Price” means, for any security as of any date, the last closing sale
price for such security on the Principal Market as reported by Nasdaq, or if
the Principal Market begins to operate on an extended hours basis, and does not
designate the closing trade price, then the last trade price at 4:00 p.m., New
York City Time, as reported by Nasdaq, or if the foregoing do not apply, the
last closing trade price of such security in the over-the-counter market on the
electronic bulletin board for such security as reported by Nasdaq (or by
Bloomberg if Nasdaq does not report such prices), or, if no last closing trade
price is reported for such security by Nasdaq, the last closing ask price of
such security as reported by Nasdaq, or, if no last closing ask price is
reported for such security by Nasdaq, the average of the highest bid price and
the lowest ask price of any market makers for such security as reported in the “pink
sheets” by the Pink Sheets LLC. If the Closing Sale Price cannot be calculated
for such security on such date on any of the foregoing bases, the Closing Sale
Price of such security on such date shall be the fair market value as
determined in good faith by the Company’s Board of Directors.


 


(iii)                               “Issuance
Date” means the date on which this Warrant is issued to the Warrantholder
as is set forth on the first page of the Warrant.


 


(iv)                              “Person”
means an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization and a
government or any department or agency thereof.


 


(v)                                 “Principal
Market” means the principal securities exchange or trading market on which
the Common Stock is traded.


 


(vi)                              “Securities
Act” means the Securities Act of 1933, as amended.


 


 


[signature
page follows]


 


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IN WITNESS WHEREOF, the Company has caused this
Warrant to be duly executed as of the date first written above.


 


	
   

  	
  VCAMPUS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Narasimhan P.
  Kannan

  
	
   

  	
  Title:

  	
  Chief Executive
  Officer

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Sign:

  	
   

  	
   

  	
   

  
	
  Print
  Name: Christopher L. Nelson

  	
   

  
						



 


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VCAMPUS
CORPORATION

WARRANT EXERCISE FORM


 


VCampus
Corporation


1850 Centennial Park
Drive


Suite
200


Reston,
VA  20191


Fax:  (703) 654-7319


Attention:  CFO


 


This undersigned hereby
irrevocably elects to exercise the right of purchase represented by the within
Warrant (“Warrant”) for, and to purchase thereunder                             shares
of Common Stock (“Warrant Shares”) provided for therein, and requests that
certificates for the Warrant Shares be issued as follows:


 


	
   

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


and, if the number of
Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of
the Warrant, that a new Warrant for the balance of the Warrant Shares be issued
under the same instructions.


 


o 
(Check box, if applicable)  In
lieu of delivering physical certificates representing the Warrant Shares
purchasable upon exercise of this Warrant, provided the Company’s transfer
agent is participating in the Depository Trust Company (“DTC”) Fast Automated
Securities Transfer (“FAST”) program and a registration statement covering the
resale of the Warrant Shares is then effective or an exemption from
registration is available in the opinion of Company counsel, upon request of
the Holder, the Company shall use its best efforts to cause its transfer agent
to electronically transmit the Warrant Shares issuable upon conversion or
exercise to the undersigned, by crediting the account of the undersigned’s
prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”)
system.


 


 


	
  Dated:

  	
   

  	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name (please print)

  
	
   

  	
   

  	
   

  
	
   

  	
  Address