Unassociated Document


    

      AMENDMENT

      TO

      SUBSCRIPTION
        AGREEMENT

      


      CAMPUSU,
        INC. 

      (formerly
        known as CampusTech, Inc.)

      


      Offering
        of Units Consisting of Series A Convertible Preferred Stock


      and
        Warrants for Common Stock

      


      


      Reference
        is made to the Subscription Agreement (the “Original
        Agreement”)
        by and
        between CampusU, Inc., formerly known as CampusTech, Inc. (the “Company”),
        and
        the undersigned (the “Purchaser”).
        Unless otherwise defined herein, all capitalized terms will have the meaning
        set
        forth in the Original Agreement. 

      


      WHEREAS,
        the Original Agreement provided that the Company shall include all Registrable
        Shares in the Registration Statement filed with the Securities and Exchange
        Commission (the “Commission”)
        in
        connection with a Qualifying IPO; and 

      


      WHEREAS,
        the Original Agreement provided that the Purchasers shall have certain piggyback
        registration rights in connection with the Registrable Shares; and 

      


      WHEREAS,
        the parties have agreed to modify the above registration rights provided
        for in
        the Original Agreement in order to facilitate the consummation of the Company’s
        proposed initial public offering of its common stock;

      


      NOW,
        THEREFORE, for good and valuable consideration, the receipt and sufficiency
        of
        which is hereby acknowledged, and intending to be bound hereby, the parties
        hereby agree as follows: 

      


      1. Registration
        Rights.
        

      


      (a) Notwithstanding
        anything to the contrary in the Original Agreement (including, without
        limitation, Sections 5.1 and 5.2 of such agreement), the Purchaser shall
        not be
        entitled to any registration rights in connection with its purchase of
        securities under the Original Agreement other than as set forth in 1(b)
        below.

      


      (b) On
        or
        prior to 95 days following the closing of a Qualifying IPO, the Company shall
        prepare and file with the Commission a Registration Statement covering the
        resale of all Registrable Shares not already covered by an existing and
        effective Registration Statement for an offering to be made on a continuous
        basis pursuant to Rule 415. The Company shall use its reasonable best efforts
        to
        cause the Registration Statement to be declared effective under the Securities
        Act as soon as practicable, and shall use its reasonable best efforts to
        keep
        the Registration Statement effective under the Securities Act during the
        Effectiveness Period.

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      2. Governing
        Law.
        

      


      All
        questions concerning the construction, validity and interpretation of this
        Amendment shall be governed by and construed in accordance with the internal
        law
        (and not the law of conflicts) of New York applicable to contracts made and
        performed in such state, without regard to the principles of conflicts of
        laws
        (other than the principles set forth in Section 5-1401 of the General
        Obligations Law of the State of New York).

      


      


      


      Dated
        as
        of August ___, 2007

      


      
        	 	 	 
	 	CampusU,
                Inc.
	 
 	 
 	 
 
	Date: 	By:  	/s/ 
	 	
                

                Name: Michael
                  Faber

                Title: Executive
                  Chairman & Chairman of   the
                  Board

              
	 	 


      

       

      Accepted
        and agreed by the Purchaser

      as
        of the
        date first above written:


      


      


      By: _______________________________

      Name:
        

      Title: