Exhibit 10.93


 


THIS WARRANT AND
THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933.  THEY MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR UNLESS
SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.


 


	
  No. W-   

  	
  Warrant to
  Purchase          Shares of

  Common Stock (subject to adjustment)

  



 


FORM OF WARRANT


TO PURCHASE COMMON STOCK


OF


VCAMPUS CORPORATION


 


This Warrant (the “Warrant”) is issued to [Name of
Purchaser] or his, her or its permitted assigns (“Holder”) by VCAMPUS CORPORATION, a Delaware
corporation (the “Company”), on September 30, 2003 (the “Warrant Issue Date”)
for agreed upon consideration , receipt of which is hereby acknowledged.


 


1.             Purchase
Shares.  Subject to the terms and
conditions hereinafter set forth, the Holder is entitled, upon surrender of
this Warrant at the principal office of the Company (or at such other place as
the Company shall notify the holder hereof in writing), to purchase from the
Company up to
                              
shares of common stock, par value $0.01 per share (“Common Stock”), of the Company
(the “Warrant Share”) at the Exercise Price (defined below), subject to
adjustment as provided in Section 8 hereof.


 


2.             Exercise
Price.  The purchase price for the
Warrant Share shall be $2.59 per Warrant Share, as adjusted from time to time
pursuant to Section 8 hereof (the “Exercise Price”).  Provided; however, in the event the Company fails to raise gross
proceeds of at least $2,000,000 in one or more equity financings by November
15, 2003 at a purchase price per share (or conversion price, as applicable) no
less than the original Exercise Price for the Warrant Shares issuable
hereunder, then, effective on the close of business on that date and subject to
prior approval by the Company’s Board of Directors, the Exercise Price per
Warrant Share shall be reduced from $2.59 to $2.00 per share.


 


3.             Exercise
Period.  This Warrant may be
exercised at any time after March 30, 2004 until 5:00 p.m., New York City time,
on the earlier of: (a) September 30, 2006; or (b) upon redemption of this
Warrant in accordance with the terms and conditions set forth in Section 4
hereof.


 

















 


4.             Redemption.  At any time after September 30, 2004 and
prior to the exercise of this Warrant:


 


(a)           On not less than twenty
(20) days notice given at any time when the registration statement covering the
resale of the shares of Common Stock issuable upon exercise of this Warrant
required to be filed by the Company, pursuant to the securities purchase
agreement, dated as of the date hereof, by and among the Company and the
persons signing the signature page thereof (the “Securities Purchase
Agreement”), is effective and which shall remain effective during such 20 day
notice period, this Warrant may be redeemed, at the option of the Company, at a
redemption price of $0.05 per Warrant, provided the closing price on the Nasdaq
SmallCap Market or, if applicable, any automated quotation system or national
securities exchange, of the Common Stock issuable upon exercise of this Warrant
shall equal or exceed the then Exercise Price multiplied by three (3), for a
period of twenty (20) consecutive trading days ending at fifteen (15) days
prior to the date of the notice of redemption.


 


(b)           If the conditions set
forth in Section 4(a) are met, and the Company elects to exercise its right to
redeem this Warrant, it shall mail a notice of redemption to the registered
Holder of this Warrant to be redeemed, first class, postage prepaid, not later
than the thirtieth day before the date fixed for redemption, at their last
address as shall appear on the records maintained by the Company.  Any notice mailed in the manner provided
herein shall be conclusively presumed to have been duly given whether or not
the registered Holder receives such notice.


 


(c)           The notice of
redemption shall specify (i) the redemption price, (ii) the date fixed for
redemption, and (iii) that the right to exercise this Warrant shall terminate
at 5:00 P.M. (New York time) on the business day immediately preceding the date
fixed for redemption.  The date fixed
for the redemption of this Warrant shall be the “Redemption Date.”  No failure to mail such notice nor any
defect therein or in the mailing thereof shall affect the validity of the
proceedings for such redemption except as to a registered Holder (A) to whom
notice was not mailed or (B) whose notice was defective.  An affidavit of the Secretary or an
Assistant Secretary of the Company that notice of redemption has been mailed
shall, in the absence of fraud, be prima facie evidence of the facts stated
therein.


 


(d)           Any right to exercise this
Warrant shall terminate at 5:00 P.M. (New York City time) on the business day
immediately preceding the Redemption Date. 
On and after the Redemption Date, Holder of this Warrant shall have no
further rights except to receive, upon surrender of the Warrant, the redemption
price.


 


(e)           From and after the
Redemption Date specified, the Company shall, at the place specified in the
notice of redemption, upon presentation and surrender to the Company by or on
behalf of the registered Holder thereof of one or more certificates evidencing
this Warrant to be redeemed, deliver or cause to be delivered to or upon the


 


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written order of such Holder a sum in cash equal to
the redemption price of this Warrant. 
From and after the Redemption Date and upon the deposit or setting aside
by the Company of a sum sufficient to redeem this Warrant, this Warrant shall
expire and become void and all rights hereunder, except the right to receive
payment of the redemption price, shall cease.


 


5.             Method
of Exercise.  While this Warrant
remains outstanding and exercisable in accordance with Section 3 above, the
Holder may exercise, in whole or in part, the purchase rights evidenced
hereby.  Such exercise shall be effected
by:


 


(a)           the surrender of the
Warrant, together with a duly executed copy of the form of Notice of Exercise
attached hereto, to the Secretary of the Company at its principal offices set
forth on the signature page hereof; and


 


(b)            the payment in the
form of a certified or bank cashier’s check payable to the order of the Company
in an amount equal to the Exercise Price multiplied by the number of Warrant
Shares for which this Warrant is being exercised.


 


6.             Certificates
for Shares.  Upon the exercise of
the purchase rights evidenced by this Warrant, one or more certificates for the
number of Warrant Shares so purchased shall be issued as soon as practicable
thereafter (with appropriate restrictive legends, if applicable), and in any
event within ten (10) business days of the delivery of the Notice of Exercise.


 


7.             Issuance
of Shares.  The Company covenants
that the Warrant Shares, when issued pursuant to the exercise of this Warrant,
will be duly and validly issued, fully paid and nonassessable and free from all
taxes, liens, and charges with respect to the issuance thereof.


 


8.             Adjustment
of Exercise Price and Kind and Number of Shares.  The number and kind of securities purchasable upon exercise of
this Warrant and the Exercise Price shall be subject to adjustment from time to
time as follows:


 


(a)           Subdivisions,
Combinations and Other Issuances. 
If the Company shall at any time prior to the expiration of this Warrant
(i) subdivide its Common Stock, by split-up or otherwise, or combine its Common
Stock, or (ii) issue additional shares of its Common Stock or other equity
securities as a dividend with respect to any shares of its Common Stock; the
number of shares of Common Stock issuable on the exercise of this Warrant shall
forthwith be proportionately increased in the case of a subdivision (by stock
split, stock dividend or otherwise), or proportionately decreased in the case
of a combination.  Appropriate
adjustments shall also be made to the Exercise Price payable per share, but the
aggregate Exercise Price payable for the total number of Warrant Shares
purchasable under this Warrant (as adjusted) shall remain the same.  Any adjustment under this Section 8(a) shall
become effective at the close of business on the date the subdivision or
combination becomes effective, or as of the record date of such dividend, or in
the event that no record date is fixed, upon the making of such dividend.


 


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(b)           Reclassification,
Reorganization and Consolidation. 
In case of any reclassification, capital reorganization, or change in
the Common Stock of the Company (other than as a result of a subdivision,
combination, or stock dividend provided for in Section 8(a) above), then, as a
condition of such reclassification, reorganization, or change, lawful provision
shall be made, and duly executed documents evidencing the same from the Company
or its successor shall be delivered to the Holder, so that the Holder shall
have the right at any time prior to the expiration of this Warrant to purchase,
at a total price equal to that payable upon the exercise of this Warrant
(subject to adjustment of the Exercise Price as provided in Section 8), the
kind and amount of shares of stock and other securities and property receivable
in connection with such reclassification, reorganization, or change by a holder
of the same number of shares of Common Stock as were purchasable by the Holder
immediately prior to such reclassification, reorganization, or change.  In any such case appropriate provisions
shall be made with respect to the rights and interest of the Holder so that the
provisions hereof shall thereafter be applicable with respect to any shares of
stock or other securities and property deliverable upon exercise hereof, and
appropriate adjustments shall be made to the purchase price per share payable
hereunder, provided the aggregate Exercise Price shall remain the same.


 


(c)           Notice of Adjustment.  When any adjustment is required to be made
in the number or kind of shares purchasable upon exercise of the Warrant, or in
the Exercise Price, the Company shall promptly notify the holder of such event
and of the number of shares of Common Stock or other securities or property
thereafter purchasable upon exercise of this Warrant.


 


(d)           Issuance of New
Warrant.  Upon the occurrence of any
of the events listed in this Section 8 that results in an adjustment of the
type, number or exercise price of the securities underlying this Warrant, the
Holder shall have the right to receive a new warrant reflecting such adjustment
upon the Holder tendering this Warrant in exchange.  The new warrant shall otherwise have terms identical to this
Warrant.


 


9.             Covenants
and Conditions.


 


(a)           No Impairment.  Pursuant to the terms and conditions of this
Warrant, Company shall: (i) reserve an appropriate number of shares of
Company’s Common Stock to facilitate the issuance of shares to Holder pursuant
to this Warrant, (ii) not amend its Certificate of Incorporation or take any
other action that would materially impair Company’s ability to comply with the
terms of the Warrant or otherwise unfairly impair the rights of the Holder, and
(iii) provide Holder with at least 10 days prior written notice of the record
date for any proposed dividend or distribution by the Company.


 


(b)           Securities Purchase.  The Company and Holder shall enter into the
Securities Purchase Agreement simultaneous with the execution of this Warrant
on terms mutually agreeable to both parties.


 


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10.           No
Fractional Shares or Scrip.  No
fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant, but in lieu of such fractional shares the Company
shall make a cash payment therefor on the basis of the Exercise Price then in
effect.


 


11.           No
Stockholder Rights.  Prior to
exercise of this Warrant, the Holder shall not be entitled to any rights of a
stockholder with respect to the shares of Common Stock issuable on the exercise
hereof, including (without limitation) the right to vote such shares of Common
Stock, receive dividends or other distributions thereon, exercise preemptive
rights or be notified of stockholder meetings, and such holder shall not be
entitled to any notice or other communication concerning the business or affairs
of the Company.  However, nothing in
this Section 11 shall limit the right of the Holder to be provided the notices
required under this Warrant.


 


12.           Successors
and Assigns.  The terms and
provisions of this Warrant shall inure to the benefit of, and be binding upon,
the Company and the Holder and their respective successors and assigns.


 


13.           Amendments
and Waivers.  Any term of this
Warrant may be amended and the observance of any term of this Warrant may be
waived (either generally or in a particular instance and either retroactively
or prospectively), with the written consent of the Company and the Holder.  Any waiver or amendment effected in
accordance with this Section shall be binding upon each holder of any shares of
Common Stock purchased under this Warrant at the time outstanding (including
securities into which such shares have been converted), each future holder of
all such Shares, and the Company.


 


14.           Notices.  All notices required under this Warrant and
shall be deemed to have been given or made for all purposes (i) upon
personal delivery, (ii) upon confirmation receipt that the communication
was successfully sent to the applicable number if sent by facsimile;
(iii) one day after being sent, when sent by professional overnight courier
service, or (iv) five days after posting when sent by registered or
certified mail.  Notices to the Company
shall be sent to the principal office of the Company (or at such other place as
the Company shall notify the Holder hereof in writing).  Notices to the Holder shall be sent to the
address of the Holder on the books of the Company (or at such other place as
the Holder shall notify the Company hereof in writing).


 


15.           Attorneys’
Fees.  If any action of law or
equity is necessary to enforce or interpret the terms of this Warrant, the
prevailing party shall be entitled to its reasonable attorneys’ fees, costs and
disbursements in addition to any other relief to which it may be entitled.


 


16.           Captions.  The section and subsection headings of this
Warrant are inserted for convenience only and shall not constitute a part of
this Warrant in construing or interpreting any provision hereof.


 


17.           Governing
Law.  This Warrant shall be governed
by the laws of the State of Delaware, without regard to the provisions thereof
relating to conflict of laws.





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IN WITNESS WHEREOF, VCampus
Corporation caused this Warrant to be executed by an officer thereunto
duly authorized.


 


	
   

  	
  VCAMPUS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  :

  	
  Address:

  	
  1850 Centennial Park Drive

  Suite 200

  Reston, VA  20191

  Attention:  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile: 
  (703) 893-1905

  
					



 


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NOTICE OF EXERCISE


 


 


To:          VCampus Corporation


Attn:       Chief Financial Officer


 


The
undersigned hereby elects to:


 


Purchase
                                   
shares of Common Stock of VCampus Corporation, pursuant to the terms of the attached Warrant and payment of the
Exercise Price per share required under such Warrant accompanies this notice.


 


The
undersigned hereby represents and warrants that the undersigned is acquiring
such shares for its own account for investment purposes only, and not for
resale or with a view to distribution of such shares or any part thereof.


 


	
   

  	
  WARRANTHOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name in which shares should be registered:

  	
   

  



 


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