Exhibit
10.95


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this “Agreement”) is made and
entered into as of this 23rd day of March 2004 by and among VCampus
Corporation, a corporation organized under the laws of Delaware (the “Company”),
and the persons identified as Purchasers pursuant to that certain Purchase
Agreement of even date herewith by and among the Company and such Purchasers
(the “Purchase Agreement”).


 


The parties hereby agree as follows:


 


1.     Definitions.


 


Capitalized terms used herein but not otherwise defined shall have the
meaning ascribed thereto in the Purchase Agreement and/or the Warrants or Notes
issued pursuant to the Purchase Agreement. 
As used in this Agreement, the following terms shall have the following
meanings:


 


“Additional Registrable Securities” shall mean any shares of
Common Stock which are included within the definition of Registrable Securities
but not included in any Registration Statement filed pursuant to Section
2(a)(i) below.


 


“Common Stock” shall mean the Company’s Common Stock $0.01 per
share.


 


“Conversion Price” shall have the meaning set forth in the
Notes.


 


“Filing Date” shall mean the date which is forty five (45) days
following the Closing Date.


 


“Prospectus” shall mean the prospectus included in any
Registration Statement, as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the
Registrable Securities or Additional Registrable Securities covered by such
Registration Statement and by all other amendments and supplements to the
prospectus, including post-effective amendments and all material incorporated
by reference in such prospectus.


 


“Purchasers” shall mean the purchasers identified in the
Purchase Agreement and any subsequent holder of any Notes, Warrants,
Registrable Securities or Additional Registrable Securities as a result of a
transfer of such securities.


 


“Register,” “registered” and “registration” refer
to a registration made by preparing and filing a registration statement or
similar document in compliance with the 1933 Act (as defined below), and the
declaration or ordering of effectiveness of such registration statement or
document.


 

















 


“Registrable Securities” shall mean (i) the Unit Shares,
Underlying Shares, the Warrant Shares and any other shares of Common Stock
issued or issuable (a) upon conversion of, or payment of interest or repayment
of principal under, the Notes, and upon the exercise of the Warrants, or (b)
upon any distribution with respect to, any exchange for or any replacement of
such Notes or Warrants, or (c) upon any conversion, exercise or exchange of any
securities issued in connection with any such distribution, exchange or
replacement; (ii) securities issued or issuable upon any stock split, stock
dividend, recapitalization or similar event with respect to such shares of
Common Stock; and (iii) any other security issued as a dividend or other
distribution with respect to, in exchange for, or in replacement of, the
securities referred to in the preceding clauses.


 


“Registration Statement” shall mean any registration statement
of the Company filed under the 1933 Act that covers the resale of any of the
Registrable Securities or Additional Registrable Securities pursuant to the
provisions of this Agreement, amendments and supplements to such Registration
Statement, including post-effective amendments, all exhibits and all material
incorporated by reference in such Registration Statement.


 


“SEC” means the U.S. Securities and Exchange Commission.


 


“1933 Act” means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.


 


“1934 Act” means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.


 


2.     Registration.


 


(a)           Registration
Statements.


 


(i)            Registrable
Securities.  On or prior to the
Filing Date, the Company shall prepare and file with the SEC one Registration
Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on
such form of registration statement as is then available to effect a
registration for resale of the Registrable Securities), covering the resale of
the Registrable Securities in an amount equal to (i) 100% of the Unit Shares;
(ii) 100% of the number of Underlying Shares issuable upon full conversion of
the Notes at the applicable Conversion Price; and (iii) 100% of the number of
shares of Common Stock necessary to permit the exercise in full of the Warrants
(in each case without regard to any restrictions on beneficial ownership).  Such Registration Statement also shall
cover, to the extent allowable under the 1933 Act and the rules promulgated
thereunder (including Rule 416), such indeterminate number of additional shares
of Common Stock resulting from stock splits, stock dividends, Dilutive
Issuance, or similar transactions with respect to the Registrable
Securities.  No securities shall be
included in the Registration Statement without the consent of the Purchasers
other than the Registrable Securities. 
The Registration Statement (and each amendment or supplement thereto)
shall be provided in accordance with Section 3(c) to the Purchasers and their
counsel prior to its filing or other submission.


 


(ii)           Additional
Registrable Securities.  At any time
and from time to time upon the written demand of the Required Holders following
the existence of any Additional


 


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Registerable Securities, and in any event within thirty (30) days
following such demand, the Company shall prepare and file with the SEC one
Registration Statement on Form S-3 (or, if Form S-3 is not then available to
the Company, on such form of registration statement as is then available to
effect a registration for resale of the Additional Registrable Securities)
covering the resale of the Additional Registrable Securities in an amount equal
to the number of Additional Registrable Securities.  Such Registration Statement also shall cover, to the extent
allowable under the 1933 Act and the rules promulgated thereunder (including
Rule 416), such indeterminate number of additional shares of Common Stock
resulting from stock splits, stock dividends, Dilutive Issuance, or similar
transactions with respect to the Additional Registrable Securities.  The Registration Statement (and each
amendment or supplement thereto) shall be provided in accordance with Section
3(c) to the Purchaser and its counsel prior to its filing or other submission.


 


(b)           Expenses.  The Company will pay all expenses associated
with each registration, including the Purchasers’ reasonable, documented
expenses (including reasonable attorneys fees for one law firm up to an
aggregate of $5,000), in connection with the registration but excluding
discounts, commissions, fees of underwriters, selling brokers, dealer managers
or similar securities industry professionals.


 


(c)           Effectiveness.


 


(i)            The
Company shall use its best efforts to have each Registration Statement declared
effective as soon as possible after filing. 
If (A) the Registration Statement covering Registrable Securities is not
declared effective by the SEC within 
120 days following the Closing Date, or the Registration Statement
covering Additional Registrable Securities is not declared effective by the SEC
within four (4) months following demand of the Required Holders relating to the
Additional Registrable Securities to be covered thereby (each of the foregoing
deadlines, a “Registration Date”), or (B) except as may be provided in
subparagraph (c)(iii) below for an Allowed Delay, after a Registration Statement
has been declared effective by the SEC, sales cannot be made pursuant to such
Registration Statement for any reason (including without limitation by reason
of a stop order, or the Company’s failure to update the Registration Statement)
but except as excused pursuant to subparagraph (iii) below, then the Company
will issue to the Purchaser, as liquidated damages and not as a penalty, 1,333
shares of Common Stock per Unit purchased by the Purchaser for each 30 day
calendar period during which any of the events described in (A) or (B) above
occurs and is continuing (the “Blackout Period”).  Each such issuance shall be made within five (5) days of the end
of each month of the Blackout Period until the termination of the Blackout
Period.  The Blackout Period shall
terminate upon the effectiveness of the applicable Registration Statement in
the case of (A) and (B) above.


 


(ii)           In
the event that the Registrable Securities (or Additional Registrable Securities
after issuance and registration) specifically are not listed or included for
quotation on the Nasdaq National Market System, the Nasdaq Small-Cap Market,
the Nasdaq OTC Bulletin Board, the New York Stock Exchange, the American Stock
Exchange or otherwise publicly traded 
or trading of the Common Stock is suspended or halted thereon, within
twenty (20) days following the Purchaser’s written demand for issuance of such
Underlying Shares or Warrant Shares or certificates, then the Company will make
pro-rata payments to the Purchaser  as
liquidated damages and not as a penalty, in an amount equal to 2% of the sum of
the aggregate


 


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principal amount then outstanding under the Notes for each month (or
portion thereof) following the Registration Date during which any of the events
described above occurs and is continuing (the “Noncompliance Period”).  Each such payment shall be due and payable
within five (5) days of the end of each month (or ending portion thereof) of
the Blackout Period until the termination of the Noncompliance Period.  The Noncompliance Period shall terminate
upon (1) listing or inclusion and/or trading of the Registrable Securities on a
public market or exchange in the case of (A) above; and (2) delivery of such
shares in the case of (B) above.


 


(iii)          For
not more than twenty (20) consecutive trading days or for a total of not more
than forty-five (45) trading days in any consecutive twelve (12) month period,
the Company may delay the disclosure of material non-public information
concerning the Company, by terminating or suspending effectiveness of any
registration contemplated by this Section, the disclosure of which at the time
is not, in the good faith opinion of the Company, in the best interests of the
Company (an “Allowed Delay”); provided, that the Company shall promptly (a)
notify the Purchasers in writing of the existence of (but in no event, without
the prior written consent of a Purchaser, shall the Company disclose to such
Purchaser any of the facts or circumstances regarding) material non-public
information giving rise to an Allowed Delay, and (b) advise the Purchasers in
writing to cease all sales under the Registration Statement until the end of
the Allowed Delay.  No payments under
subparagraph (c)(i)  shall be required
in the event and for the duration of an Allowed Delay.


 


(d)           Underwritten
Offering.  If any offering pursuant
to a Registration Statement pursuant to Section 2(a) hereof involves an
underwritten offering, the Company shall have the right to select an investment
banker and manager to administer the offering, which investment banker or
manager shall be reasonably satisfactory to the Purchasers.


 


3.     Company
Obligations.  The Company will use
its best efforts to effect the registration of the Registrable Securities and
Additional Registrable Securities in accordance with the terms hereof, and
pursuant thereto the Company will, as expeditiously as possible:


 


(a)           use its best efforts
to cause such Registration Statement to become effective and to remain
continuously effective for a period (the “Registration Period”) that will
terminate upon the earlier of (i) the date on which all Registrable Securities
or Additional Registrable Securities have been sold (and no Notes or Warrants
remain outstanding), and (ii) the date on which all Registrable Securities or
Additional Registrable Securities, as the case may be, may be sold pursuant to
Rule 144(k).


 


(b)           prepare and file
with the SEC such amendments and post-effective amendments to the Registration
Statement and the Prospectus as may be necessary to keep the Registration
Statement effective for the period specified in Section 3(a) and to comply with
the provisions of the 1933 Act and the 1934 Act with respect to the
distribution of all Registrable Securities and Additional Registrable Securities;
provided that, at a time reasonably prior to the filing of a Registration
Statement or Prospectus, or any amendments or supplements thereto, the Company
will furnish to the Purchasers copies of all documents proposed to be filed,
which documents will be subject to the comments of the Purchasers;


 


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(c)           permit one counsel
designated by the Purchasers to review each Registration Statement and all
amendments and supplements thereto no fewer than five (5) business days prior
to their filing with the SEC and not file any document to which such counsel
reasonably objects;


 


(d)           furnish to the
Purchasers and their one legal counsel (i) promptly after the same is prepared
and publicly distributed, filed with the SEC, or received by the Company, one
copy of any Registration Statement and any amendment thereto, each preliminary
prospectus and Prospectus and each amendment or supplement thereto, and each
letter written by or on behalf of the Company to the SEC or the staff of the
SEC, and each item of correspondence from the SEC or the staff of the SEC, in
each case relating to such Registration Statement (other than any portion of
any thereof which contains information for which the Company has sought confidential
treatment), and (ii) such number of copies of a Prospectus, including a
preliminary prospectus, and all amendments and supplements thereto and such
other documents as each Purchaser may reasonably request in order to facilitate
the disposition of the Registrable Securities and Additional Registrable
Securities owned by such Purchaser;


 


(e)           in the event the
Company selects an underwriter for the offering, the Company shall enter into
and perform its reasonable obligations under an underwriting agreement, in
usual and customary form, including, without limitation, customary
indemnification and contribution obligations, with the underwriter of such
offering;


 


(f)            if required by the
underwriter, or if any Purchaser is described in the Registration Statement as
an underwriter, the Company shall furnish, on the effective date of the
Registration Statement, on the date that Registrable Securities or Additional
Registrable Securities, as applicable, are delivered to an underwriter, if any,
for sale in connection with the Registration Statement and at periodic
intervals thereafter from time to time on request, (i) an opinion, dated as of
such date, from legal counsel representing the Company for purposes of such
Registration Statement, in form, scope and substance as is customarily given in
an underwritten public offering, addressed to the underwriter and any such
Purchaser and (ii) a letter, dated such date, from the Company’s independent
certified public accountants in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten
public offering, addressed to the underwriter and any such Purchaser;


 


(g)           make effort to
prevent the issuance of any stop order or other suspension of effectiveness
and, if such order is issued, obtain the withdrawal of any such order at the
earliest possible moment;


 


(h)           furnish to each
Purchaser at least five copies of the Registration Statement and any
post-effective amendment thereto, including financial statements and schedules
by air mail or reputable courier within three (3) business days of the
effective date thereof;


 


(i)            prior to any public
offering of Registrable Securities or Additional Registrable Securities, use
its best efforts to register or qualify or cooperate with the Purchasers and
their counsel in connection with the registration or qualification of such
Registrable Securities or Additional Registrable Securities, as applicable, for
offer and sale under the


 


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securities or blue
sky laws of such jurisdictions requested by the Purchaser (provided, however,
the Company shall not be obligated to qualify as a foreign corporation to do
business under the laws of any jurisdiction in which it is not then qualified
or to file any general consent to service of process) and do any and all other
reasonable acts or things necessary or advisable to enable the distribution in
such jurisdictions of the Registrable Securities or Additional Registrable
Securities covered by the Registration Statement;


 


(j)            cause all
Registrable Securities or Additional Registrable Securities covered by a
Registration Statement to be listed on each securities exchange, interdealer
quotation system or other market on which similar securities issued by the
Company are then listed;


 


(k)           immediately notify
the Purchasers, at any time when a Prospectus relating to the Registrable
Securities or Additional Registrable Securities is required to be delivered
under the 1933 Act, upon discovery that, or upon the happening of any event as
a result of which, the Prospectus included in such Registration Statement, as
then in effect, includes an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing, and at the request of any such holder, promptly prepare and furnish
to such holder a reasonable number of copies of a supplement to or an amendment
of such Prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Securities or Additional Registrable Securities,
as applicable, such Prospectus shall not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing; and


 


(l)            otherwise use its
best efforts to comply with all applicable rules and regulations of the SEC
under the 1933 Act and the 1934 Act and take such other actions as may be
reasonably necessary to facilitate the registration of the Registrable
Securities and Additional Registrable Securities, if applicable, hereunder.


 


4.     Due
Diligence Review; Information.   The
Company shall make available, during normal business hours, for inspection and
review by the Purchasers who may be deemed an underwriter, advisors to and
representatives of such Purchasers (who may or may not be affiliated with the
Purchasers and who are reasonably acceptable to the Company), and any
underwriter participating in any disposition of Common Stock on behalf of the
Purchasers pursuant to the Registration Statement or amendments or supplements
thereto or any blue sky, NASD or other filing, all financial and other records,
all SEC Documents and other filings with the SEC, and all other corporate
documents and properties of the Company as may be reasonably necessary for the
purpose of establishing a due diligence defense under applicable securities laws
and such other reasonable purposes, and cause the Company’s officers, directors
and employees, within a reasonable time period, to supply all such information
reasonably requested by such Purchasers or any such representative, advisor or
underwriter in connection with such Registration Statement (including, without
limitation, in response to all questions and other inquiries reasonably made or
submitted by any of them), prior to and from time to time after the filing and
effectiveness of the Registration Statement for the sole purpose of enabling
such Purchasers and such representatives, advisors and underwriters and their
respective accountants


 


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and attorneys to conduct initial and ongoing due diligence with respect
to the Company and the accuracy of the Registration Statement.


 


The Company shall not disclose material nonpublic information to the
Purchasers, or to advisors to or representatives of the Purchasers, unless
prior to disclosure of such information the Company identifies such information
as being material nonpublic information and provides the Purchasers, such
advisors and representatives with the opportunity to accept or refuse to accept
such material nonpublic information for review.  The Company may, as a condition to disclosing any material
nonpublic information hereunder, require the Purchasers’ advisors and
representatives to enter into a confidentiality agreement (including an
agreement with such advisors and representatives prohibiting them from trading
in Common Stock during such period of time as they are in possession of
material nonpublic information) in form reasonably satisfactory to the Company
and the Purchasers.  Nothing herein
shall require the Company to disclose material nonpublic information to the
Purchasers or their advisors or representatives.


 


5.     Obligations
of the Purchasers.


 


(a)           Each Purchaser shall
furnish in writing to the Company such information regarding itself, the
Registrable Securities or Additional Registrable Securities, as applicable,
held by it and the intended method of disposition of the Registrable Securities
or Additional Registrable Securities, as applicable, held by it, as shall be
reasonably required to effect the registration of such Registrable Securities
or Additional Registrable Securities, as applicable, and shall execute such
documents in connection with such registration as the Company may reasonably
request.  At least ten (10) days prior
to the first anticipated filing date of any Registration Statement, the Company
shall notify each Purchaser of the information the Company requires from such
Purchaser if such Purchaser elects to have any of the Registrable Securities or
Additional Registrable Securities included in the Registration Statement.


 


(b)           Each Purchaser, by
its acceptance of the Registrable Securities and Additional Registrable
Securities, if any, agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of a
Registration Statement hereunder, unless such Purchaser has notified the
Company in writing of its election to exclude all of its Registrable Securities
or Additional Registrable Securities, as applicable, from the Registration
Statement.  Each Purchaser agrees to
comply with the applicable prospectus delivery requirements under the 1933 Act
in connection with any resales of Registrable Securities pursuant to the
Registration Statement.


 


(c)           In the event the
Company determines to engage the services of an underwriter which engagement is
reasonably acceptable to the Purchasers, each Purchaser agrees to enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, including, without limitation, customary indemnification and
contribution obligations, with the managing underwriter of such offering and
take such other actions as are reasonably required in order to expedite or
facilitate the dispositions of the Registrable Securities or Additional
Registrable Securities, as applicable.


 


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(d)           Each Purchaser
agrees that, upon receipt of any notice from the Company of the happening of
any event rendering a Registration Statement no longer effective, such
Purchaser will immediately discontinue disposition of Registrable Securities or
Additional Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities or Additional Registrable Securities,
until the Purchaser’s receipt of the copies of the supplemented or amended
prospectus filed with the SEC and declared effective and, if so directed by the
Company, the Purchaser shall deliver to the Company (at the expense of the
Company) or destroy all copies in the Purchaser’s possession of the prospectus
covering the Registrable Securities or Additional Registrable Securities, as
applicable, current at the time of receipt of such notice.


 


(e)           No Purchaser may
participate in any third party underwritten registration hereunder unless it
(i) agrees to sell the Registrable Securities or Additional Registrable
Securities, as applicable, on the basis provided in any underwriting
arrangements in usual and customary form entered into by the Company, (ii)
completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements, and (iii) agrees to pay its pro rata share of all
underwriting discounts and commissions and any expenses in excess of those
payable by the Company pursuant to the terms of this Agreement.


 


6.     Indemnification.


 


(a)           Indemnification
by Company.  The Company agrees to
indemnify and hold harmless, to the fullest extent permitted by law, the
Purchasers, each of their officers, directors, partners and employees and each
person who controls the Purchasers (within the meaning of the 1933 Act) against
all losses, claims, damages, liabilities, costs (including, without limitation,
reasonable attorney’s fees) and expenses imposed on such person caused by (i)
any untrue or alleged untrue statement of a material fact contained in any
Registration Statement, Prospectus or any preliminary prospectus or any
amendment or supplement thereto or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same are based upon
any information furnished in writing to the Company by such Purchasers,
expressly for use therein, or (ii) any violation by the Company of any federal,
state or common law, rule or regulation applicable to the Company in connection
with any Registration Statement, Prospectus or any preliminary prospectus, or
any amendment or supplement thereto, and shall reimburse in accordance with
subparagraph (c) below, each of the foregoing persons for any legal and any
other expenses reasonably incurred in connection with investigating or
defending any such claims.  The
foregoing is subject to the condition that, insofar as the foregoing indemnities
relate to any untrue statement, alleged untrue statement, omission or alleged
omission made in any preliminary prospectus or Prospectus that is eliminated or
remedied in any Prospectus or amendment or supplement thereto, the above
indemnity obligations of the Company shall not inure to the benefit of any
indemnified party if a copy of such corrected Prospectus or amendment or
supplement thereto had been provided to such indemnified party and was not sent
or given by such indemnified party at or prior to the time such action was
required of such indemnified party by the 1933 Act and if delivery of such
Prospectus or amendment or supplement thereto would have eliminated (or been a
sufficient defense to) any liability of such indemnified party with respect to
such statement or omission.  Indemnity
under this Section 5(a)


 


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shall remain in
full force and effect regardless of any investigation made by or on behalf of
any indemnified party and shall survive the permitted transfer of the
Registrable Securities and Additional Registrable Securities.


 


(b)           Indemnification
by Holder.  In connection with any
registration pursuant to the terms of this Agreement, each Purchaser will
furnish to the Company in writing such information as the Company reasonably
requests concerning the holders of Registrable Securities and Additional
Registrable Securities or the proposed manner of distribution for use in
connection with any Registration Statement or Prospectus and agrees, severally
but not jointly, to indemnify and hold harmless, to the fullest extent
permitted by law, the Company, its directors, officers, employees, stockholders
and each person who controls the Company (within the meaning of the 1933 Act)
against any losses, claims, damages, liabilities, costs and expenses
(including, without limitation, reasonable attorney’s fees) resulting from any
untrue statement of a material fact or any omission of a material fact required
to be stated in the Registration Statement or Prospectus or preliminary
prospectus or amendment or supplement thereto or necessary to make the
statements therein not misleading, to the extent, but only to the extent that
such untrue statement or omission is contained in any information furnished in
writing by such Purchaser to the Company specifically for inclusion in such
Registration Statement or Prospectus or amendment or supplement thereto and
that such information was relied upon by the Company in preparation of the
Registration Statement or Prospectus or any amendment or supplement thereto.


 


(c)           Conduct of
Indemnification Proceedings.  Any
person entitled to indemnification hereunder shall (i) give prompt notice to
the indemnifying party of any claim with respect to which it seeks
indemnification and (ii) permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party;
provided that any person entitled to indemnification hereunder shall have the
right to employ separate counsel and to participate in the defense of such
claim, but the fees and expenses of such counsel shall be at the expense of
such person unless (a) the indemnifying party has agreed to pay such fees or
expenses, or (b) the indemnifying party shall have failed to assume the defense
of such claim and employ counsel reasonably satisfactory to such person or (c)
in the reasonable judgment of any such person, based upon written advice of its
counsel, a conflict of interest exists between such person and the indemnifying
party with respect to such claims (in which case, if the person notifies the
indemnifying party in writing that such person elects to employ separate
counsel at the expense of the indemnifying party, the indemnifying party shall
not have the right to assume the defense of such claim on behalf of such
person); and provided, further, that the failure of any indemnified party to
give notice as provided herein shall not relieve the indemnifying party of its
obligations hereunder, except to the extent that such failure to give notice
shall materially adversely affect the indemnifying party in the defense of any
such claim or litigation.  It is
understood that the indemnifying party shall not, in connection with any
proceeding in the same jurisdiction, be liable for fees or expenses of more
than one separate firm of attorneys at any time for all such indemnified
parties.  No indemnifying party will,
except with the consent of the indemnified party, consent to entry of any judgment
or enter into any settlement that does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of a
release from all liability in respect of such claim or litigation.


 


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(d)           Contribution.
 If for any reason the indemnification
provided for in the preceding paragraphs (a) and (b) is unavailable to an
indemnified party or insufficient to hold it harmless, other than as expressly
specified therein, then the indemnifying party shall contribute to the amount
paid or payable by the indemnified party as a result of such loss, claim,
damage or liability in such proportion as is appropriate to reflect the
relative fault of the indemnified party and the indemnifying party, as well as
any other relevant equitable considerations. 
No person guilty of fraudulent misrepresentation within the meaning of
Section 11(f) of the 1933 Act shall be entitled to contribution from any person
not guilty of such fraudulent misrepresentation.  In no event shall the contribution obligation of a holder of
Registrable Securities or Additional Registrable Securities be greater in
amount than the dollar amount of the proceeds (net of all expenses paid by such
holder and the amount of any damages such holder has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission) received by it upon the sale of the Registrable Securities or
Additional Registrable Securities giving rise to such contribution obligation.


 


7.     Miscellaneous.


 


(a)           Amendments and
Waivers.  This Agreement may be
amended only by a writing signed by the parties hereto.  The Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it,
only if the Company shall have obtained the written consent to such amendment,
action or omission to act, of the Purchasers affected by such amendment, action
or omission to act.


 


(b)           Notices.  All notices and other communications
provided for or permitted hereunder shall be made as set forth in Section 10.4
of the Purchase Agreement.


 


(c)           Assignments and
Transfers by Purchasers.  This
Agreement and all the rights and obligations of any Purchaser hereunder may be
assigned or transferred to any transferee or assignee of the Notes, Warrants or
Registrable Securities as may be permitted under the Purchase Agreement.  A Purchaser may make such assignment or
transfer to any transferee or assignee of any Note, Warrant, Registrable
Securities or Additional Registrable Securities, provided that (i) such
transfer is made expressly subject to this Agreement and the transferee agrees
in writing to be bound by the terms and conditions hereof, and (ii) the Company
is provided with written notice of such assignment.


 


(d)           Assignments and
Transfers by the Company.  This
Agreement may not be assigned by the Company without the prior written consent
of the Purchasers, but after notice duly given, the Company shall assign its
rights and delegate its duties hereunder to any successor-in-interest corporation,
and such successor-in-interest shall assume such rights and duties, in the
event of a merger or consolidation of the Company with or into another
corporation or the sale of all or substantially all of the Company’s assets
(and it shall be a condition to any such merger, consolidation or sale that
such successor-in-interest assume in writing all obligations hereunder).


 


(e)           Benefits of the
Agreement.  The terms and conditions
of this Agreement shall inure to the benefit of and be binding upon the respective
permitted successors and assigns of the parties.  Nothing in this Agreement, express or implied, is intended to
confer


 


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upon any party
other than the parties hereto or their respective successors and assigns any
rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.


 


(f)            Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  This Agreement may be executed by facsimile.


 


(g)           Titles and
Subtitles.  The titles and subtitles
used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.


 


(h)           Severability.  If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms to the fullest extent permitted by law.


 


(i)            Further
Assurances.  The parties shall
execute and deliver all such further instruments and documents and take all
such other actions as may reasonably be required to carry out the transactions
contemplated hereby and to evidence the fulfillment of the agreements herein
contained.


 


(j)            Entire Agreement.  This Agreement, together with the Purchase Agreement,
Notes and Warrants and documents contemplated thereby, is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein.  This Agreement, together with the Purchase
Agreement, Notes and Warrants and documents contemplated thereby, supersedes
all prior agreements and understandings between the parties with respect to
such subject matter.


 


(k)           Applicable Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard
to principles of conflicts of law.


 


[Signature
Pages Follow]


 


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IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


	
   

  	
  THE COMPANY:

  
	
   

  	
   

  
	
   

  	
  VCampus Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Nat
  Kannan

  	
   

  
	
   

  	
  Name:  Nat Kannan

  
	
   

  	
  Title: CEO

  



 


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  THE PURCHASERS:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [executed by each of
  the 15 purchasers]

  
					



 


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