**Exhibit 10.112**

 

**REGISTRATIONRIGHTS AGREEMENT**

 

RegistrationRights Agreement, dated effective as of March 22, 2006, by and between VCampusCorporation, a Delaware corporation (the “Company”), and each of the purchasersset forth on Schedule A attached hereto (each individually, a “Purchaser” andcollectively, the “Purchasers”).

 

W I T N E S S E T H :

 

WHEREAS,Company and each Purchaser have entered into a Subscription Agreement dated onor about the date hereof (the “Purchase Agreement”), pursuant to which theCompany has agreed to issue and sell to the Purchasers, and the Purchasers haveagreed to purchase from the Company shares of Series B-1 Preferred Stock of theCompany (the “Shares”) and Warrants exercisable for common stock of the Company(the “Warrants”); and

 

WHEREAS,in order to induce the Purchasers to enter into the Purchase Agreement and topurchase the Shares and Warrants, the Company has agreed to provideregistration rights with respect thereto;

 

NOW,THEREFORE, in consideration of the premises and the covenants hereinaftercontained, it is agreed as follows:

 

# 1.                                       Definitions.  Unless otherwise defined herein,terms used herein shall have the meaning ascribed to them in the PurchaseAgreement, and the following shall have the following respective meanings (suchmeanings being equally applicable to both the singular and plural form of theterms defined):

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“Agreement”shall mean this Registration Rights Agreement, including all amendments,modifications and supplements and any exhibits or schedules to any of theforegoing, and shall refer to the Agreement as the same may be in effect at thetime such reference becomes operative.

 

“WarrantShares” shall mean shares of common stock issued upon exercise of the Warrants.

 

“Holder”shall mean (i) each Purchaser, and (ii) any other Person holdingRegistrable Securities to whom the registration rights conferred by thisAgreement have been transferred in compliance with this Agreement. 

 

“MajorityHolders” shall mean the Holders of a majority of the Registrable Securities.

 

“NASD”shall mean the National Association of Securities Dealers, Inc., or anysuccessor corporation thereto.

 

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“Piggy-backRegistration” shall have the meaning ascribed to it in Section 3.

 

“RegistrableSecurities” shall mean the shares of common stock issuable pursuant to thePurchase Agreement, including the Warrant Shares, the shares of common stockissuable upon conversion of the Series B-1 Preferred Stock and shares of commonstock which the Purchasers hereafter obtains the right to acquire pursuant toany dividend, distribution, stock split or similar transaction or rights to theextent that all of the holders of the common stock received shares of commonstock; provided, however, that the aforementioned shares shall only be treatedas Registrable Securities if and for so long as they have not been sold to orthrough a broker or underwriter in a public distribution, or only until thedate on which all of the Registrable Securities can be disposed of in any threemonth period pursuant to Rule 144 (or any similar or analogous rule underthe Securities Act of 1933).

 

“RegistrationStatement” shall mean a registration statement filed by the Company with theU.S. Securities and Exchange Commission for a public offering and sale ofsecurities of the Company (other than a Registration Statement on Form S-4 orS-8 or any successor form for securities to be offered in a transaction of thetype referred to in Rule 145 under the Securities Act or to employees ofCompany pursuant to any employee benefit plan, respectively).

 

“Warrants”shall mean the warrants to purchase shares of the Company’s common stock issuedto the Purchasers on the date hereof.

 

# 2.                                       Mandatory Registration / Penalties for DelayedEffectiveness.  Within 90 days from the date hereof, theCompany shall file a Registration Statement covering the resale of theRegistrable Securities and shall thereafter use its best efforts to effect theregistration under the Securities Act of the Registrable Securities for salewithin 90 days after such filing, all to the extent required to permit thedisposition of the Registrable Securities so registered for a period of up totwo years after the Registrable Shares first become issuable upon conversion orexercise of the Series B-1 Preferred Stock and the related Warrants.  In addition, if the number of RegistrableSecurities increases as a result of an adjustment to the Conversion Price, thenthe Company shall be required to file an additional Registration Statementcovering such additional shares (the “Additional Registrable Securities”)within 15 days of such increase and shall thereafter use its best efforts toeffect the registration within 90 days after such filing.  If (A) the Registration Statement coveringRegistrable Securities is not filed within 90 days following the Closing Date(the “Filing Date”) or is not declared effective by the SEC within 180 daysfollowing the Closing Date, or within 90 days of filing in the case ofAdditional Registrable Securities (the “Registration Date”), or (B) except asmay be provided in Section 7(a) below for an allowed Suspension Period, after aRegistration Statement has been declared effective by the SEC, sales cannot bemade pursuant to such Registration Statement for any reason (including withoutlimitation by reason of a stop order, or the Company’s failure to update theRegistration Statement) but except as excused pursuant to 7(a) below or in theevent the Registrable Securities are not then issuable, then the Company willpay to the Purchaser, as liquidated damages and not as a penalty, cash in

 

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the amount of one percent (1%) of the purchase price paid by thePurchaser for the Shares for each 30 day calendar period during which any ofthe events described in (A) or (B) above occurs and is continuing (the “BlackoutPeriod”).  Each such issuance shall bemade within five (5) days of the end of each month of the Blackout Period untilthe termination of the Blackout Period. The Blackout Period shall terminate upon the effectiveness of theapplicable Registration Statement in the case of (A) and (B) above.

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# 3.                                       Piggy-back Registration.  If theCompany at any time proposes to file a registration statement under theSecurities Act on any form (other than a Registration Statement on Form S-4 orS-8 or any successor form for securities to be offered in a transaction of thetype referred to in Rule 145 under the Securities Act or to employees ofCompany pursuant to any employee benefit plan, respectively) for the generalregistration of securities (a “Piggy-back Registration Statement”), it willgive written notice to all Holders at least 15 days before the initial filingwith the SEC of such Piggy-back Registration Statement, which notice shall setforth the intended method of disposition of the securities proposed to beregistered by Company.  The notice shalloffer to include in such filing the aggregate number of shares of RegistrableSecurities as such Holders may request.

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EachHolder desiring to have Registrable Securities registered under thisSection 3 shall advise Company in writing within 5 Business Days after thedate of receipt of such offer from Company, setting forth the amount of suchRegistrable Securities for which registration is requested.  Company shall thereupon include in suchfiling the number of shares of Registrable Securities for which registration isso requested, subject to the next sentence, and shall use its best efforts toeffect registration under the Securities Act of such shares.  In connection with any registration subjectto this Section 3, which is to be effected in a firm commitment underwriting,Company will not be required to include Registrable Securities in suchunderwriting unless the Holder of such Registrable Securities accepts the termsand conditions of the underwriting agreement which is agreed upon betweenCompany and the managing underwriter selected by Company, so long as suchunderwriting agreement conforms to industry standards and practices and theobligations and liabilities imposed on the Holders under such agreement arecustomary for the stockholders selling securities in an underwrittenoffering.  If the managing underwriter ofa proposed public offering shall advise Company in writing that, in itsopinion, the distribution of the Registrable Securities requested to beincluded in the registration concurrently with the securities being registeredby Company would materially and adversely affect the distribution of suchsecurities by Company, then all selling security holders with piggy-backregistration rights shall reduce the amount of securities each intended todistribute through such offering on a pro rata basis.  Except as otherwise provided in Section 5,all expenses of such registration shall be borne by Company.  The Company shall have the right to terminateor withdraw any Registration Statement initiated under this Section 3 prior tothe effectiveness of such Registration Statement whether or not the Holdershave elected to include Registrable Securities in such Registration Statement.

 

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# 4.                                       Registration Procedures. If the Company is required by the provisions ofSection 2 or 3 to use its best efforts to effect the registration of any of itssecurities under the Securities Act, Company will, as expeditiously aspossible:

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## (a)                                  prepareand file with the SEC a Registration Statement with respect to such securitiesand use its best efforts to cause such Registration Statement to become andremain effective for a period of time required for the disposition of suchsecurities by the holders thereof, but not to exceed two years (or, withrespect to any underwritten offering, such shorter period as the underwritersneed to complete the distribution of the registered offering or, with respectto a shelf Registration Statement on a form under the Securities Act relatingto the offer and sale of Registrable Securities from time to time in accordancewith Rule 415, such longer period as may be required to dispose of theRegistrable Securities covered by such Registration Statement);

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## (b)                                 prepareand file with the SEC such amendments and supplements to such RegistrationStatement and the prospectus used in connection therewith as may be necessaryto keep such Registration Statement effective and to comply with the provisionsof the Securities Act with respect to the sale or other disposition of allsecurities covered by such Registration Statement until the earlier of suchtime as all of such securities have been disposed of in a public offering orthe expiration of two years;

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## (c)                                  furnish,to such selling security holders such number of copies of a summary prospectusor other prospectus, including a preliminary prospectus, in conformity with therequirements of the Securities Act, and such other documents, as such sellingsecurity holders may reasonably request;

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## (d)                                 useits best efforts to register or qualify the securities covered by suchRegistration Statement under such other securities or blue sky laws of suchjurisdictions within the United States and Puerto Rico as each holder of suchsecurities shall request (provided, however, that Company shallnot be obligated to qualify as a foreign corporation to do business under thelaws of any jurisdiction in which it is not then qualified or to file anygeneral consent to service or process), and do such other reasonable acts andthings as may be required of it to enable such holder to consummate thedisposition in such jurisdiction of the securities covered by such RegistrationStatement;

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## (e)                                  enterinto customary agreements (including an underwriting agreement in customaryform) and take such other actions as are reasonably required in order toexpedite or facilitate the disposition of such Registrable Securities; 

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## (f)                                    otherwiseuse its best efforts to comply with all applicable rules and regulations of theSEC, and make available to its security holders, as soon as reasonablypracticable, but not later than 18 months after the effective date of theRegistration Statement, an earnings statement covering the period of at least12 months beginning with the first full month after the effective date of suchRegistration Statement, which earnings statement shall satisfy the provisionsof Section 11(a) of the Securities Act; 

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## (g)                                 givewritten notice to Holders:

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### (i)                                     whensuch Registration Statement or any amendment thereto has been filed with theSEC and when such Registration Statement or any post-effective amendmentthereto has become effective;

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### (ii)                                  ofany request by the SEC for amendments or supplements to such RegistrationStatement or the prospectus included therein or for additional information;

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### (iii)                               ofthe issuance by the SEC of any stop order suspending the effectiveness of suchRegistration Statement or the initiation of any proceedings for that purpose;

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### (iv)                              ofthe receipt by Company or its legal counsel of any notification with respect tothe suspension of the qualification of the common stock for sale in anyjurisdiction or the initiation or threatening of any proceeding for suchpurpose; and

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### (v)                                 ofthe happening of any event that requires Company to make changes in suchRegistration Statement or the prospectus in order to make the statementstherein not misleading (which notice shall be accompanied by an instruction tosuspend the use of the prospectus until the requisite changes have been made);

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## (h)                                 useits best efforts to prevent the issuance or obtain the withdrawal of any ordersuspending the effectiveness of such Registration Statement at the earliestpossible time;

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## (i)                                     furnishto each Holder, without charge, at least one copy of such Registration Statementand any post-effective amendment thereto, including financial statements andschedules, and, if the Holder so requests in writing, all exhibits (includingthose, if any, incorporated by reference);

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## (j)                                     subjectto continued effectiveness of the Registration Statement or availability of anexemption from registration, to cooperate with the Holders to facilitate thetimely preparation and delivery of certificates representing the RegistrableSecurities to be sold free of any restrictive legends and in such denominationsand registered in such names as the Holders may reasonably request; and

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## (k)                                  uponthe occurrence of any event contemplated by Section 4(g)(v) above, promptlyprepare a post-effective amendment to such Registration Statement or asupplement to the related prospectus or file any other required document sothat, as thereafter delivered to Holders, the prospectus will not contain anuntrue statement of a material fact or omit to state any material factnecessary to make the statements therein, in light of the circumstances underwhich they were made, not misleading.  Ifthe

 

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Company notifies the Holders in accordance with Section 4(g)(v) aboveto suspend the use of the prospectus until the requisite changes to theprospectus have been made, then the Holders shall suspend use of suchprospectus, and the period of effectiveness of such Registration Statementprovided for above shall each be extended by the number of days from andincluding the date of the giving of such notice to Holders shall have receivedsuch amended or supplemented prospectus pursuant to this Section 4(k).

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Itshall be a condition precedent to the obligation of Company to take any actionpursuant to this Agreement in respect of the securities which are to beregistered at the request of any Holder that such Holder shall furnish toCompany such information regarding the securities held by such Holder and theintended method of disposition thereof as Company shall reasonably request andas shall be required in connection with the action taken by Company.

 

# 5.                                       Expenses.  All expenses incurred incomplying with this Agreement, including, without limitation, all registrationand filing fees (including all expenses incident to filing with the NASD),printing expenses, fees and disbursements of counsel for Company, expenses ofany special audits incident to or required by any such registration andexpenses of complying with the securities or blue sky laws of any jurisdictionpursuant to Section 4(d), shall be paid by Company, except that:

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## (a)                                  allsuch expenses in connection with any amendment or supplement to a RegistrationStatement or prospectus required to be filed pursuant to Section 3 which isfiled more than one year after the effective date of such RegistrationStatement because any Holder has not effected the disposition of the securitiesrequested to be registered shall be paid by such Holder; and

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## (b)                                 Companyshall not be liable for any fees, discounts or commissions to any underwriteror any fees or disbursements of counsel for any underwriter in respect of thesecurities sold by such Holder.  

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# 6.                                       Indemnification and Contribution.

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## (a)                                  Inthe event of any registration of any Registrable Securities under theSecurities Act pursuant to this Agreement, Company shall indemnify and holdharmless the holder of such Registrable Securities, such holder’s directors andofficers, and each other person (including each underwriter) who participatedin the offering of such Registrable Securities and each other person, if any,who controls such holder or such participating person within the meaning of theSecurities Act, against any losses, claims, damages or liabilities, joint orseveral, to which such holder or any such director or officer or participatingperson or controlling person may become subject under the Securities Act or anyother statute or at common law, insofar as such losses, claims, damages orliabilities (or actions in respect thereof) arise out of or are based upon(i) any alleged untrue

 

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## statement of any material fact contained, on theeffective date thereof, in any Registration Statement under which suchsecurities were registered under the Securities Act, any preliminary prospectusor final prospectus contained therein, or any amendment or supplement thereto,or (ii) any alleged omission to state therein a material fact required tobe stated therein or necessary to make the statements therein not misleading,and shall reimburse such holder or such director, officer or participatingperson or controlling person for any legal or any other expenses reasonablyincurred by such holder or such director, officer or participating person orcontrolling person in connection with investigating or defending any such loss,claim, damage, liability or action; provided, however, that Companyshall not be liable in any such case to the extent that any such loss, claim,damage or liability arises out of or is based upon any actual or alleged untruestatement or actual or alleged omission made in such Registration Statement,preliminary prospectus, prospectus or amendment or supplement in reliance uponand in conformity with written information furnished to Company by such holderspecifically for use therein or (in the case of any underwritten offering) sofurnished for such purposes by any underwriter. Such indemnity shall remain in full force and effect regardless of anyinvestigation made by or on behalf of such holder or such director, officer orparticipating person or controlling person, and shall survive the transfer ofsuch securities by such holder.

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## (b)                                 EachHolder, by acceptance hereof, agrees to indemnify and hold harmless Company,its directors and officers and each other person, if any, who controls Companywithin the meaning of the Securities Act against any losses, claims, damages orliabilities, joint or several, to which Company or any such director or officeror any such person may become subject under the Securities Act or any otherstatute or at common law, insofar as such losses, claims, damages orliabilities (or actions in respect thereof) arise out of or are based uponinformation in writing provided to Company by such Holder specifically for usein the following documents and contained, on the effective date thereof, in anyRegistration Statement under which securities were registered under theSecurities Act at the request of such holder, any preliminary prospectus orfinal prospectus contained therein, or any amendment or supplementthereto.  Notwithstanding the provisionsof this paragraph (b) or paragraph (c) below, no Holder shall be required toindemnify any person pursuant to this Section 6 or to contribute pursuant toparagraph (c) below in an amount in excess of the amount of the aggregate netproceeds received by such Holder in connection with any such registration underthe Securities Act.

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## (c)                                  Ifthe indemnification provided for in this Section 6 from the indemnifying partyis unavailable to an indemnified party hereunder in respect of any

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## losses, claims, damages, liabilities or expensesreferred to therein, then the indemnifying party, in lieu of indemnifying suchindemnified party, shall contribute to the amount paid or payable by suchindemnified party as a result of such losses, claims, damages, liabilities orexpenses in such proportion as is appropriate to reflect the relative fault ofthe indemnifying party and indemnified parties in connection with the actionswhich resulted in such losses, claims, damages, liabilities or expenses, aswell as any other relevant equitable considerations.  The relative fault of such indemnifying partyand indemnified parties shall be determined by reference to, among otherthings, whether any action in question, including any untrue or alleged untruestatement of a material fact or omission or alleged omission to state amaterial fact, has been made by, or relates to information supplied by, suchindemnifying party or indemnified parties, and the parties’ relative intent,knowledge, access to information and opportunity to correct or prevent suchaction.  The amount paid or payable by aparty as a result of the losses, claims, damages, liabilities and expensesreferred to above shall be deemed to include any legal or other fees orexpenses reasonably incurred by such party in connection with any investigationor proceeding.

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Theparties hereto agree that it would not be just and equitable if contributionpursuant to this Section 6(c) were determined by pro rata allocation or by anyother method of allocation which does not take account of the equitableconsiderations referred to in the immediately preceding paragraph.  No Person guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of the Securities Act)shall be entitled to contribution from any Person who was not guilty of suchfraudulent misrepresentation.

 

# 7.                                       Certain Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement:

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## (a)                                  Companyshall have the right to delay the filing or effectiveness of, or by writtennotice require the Holders to cease sales of Registrable Securities pursuantto, a Registration Statement required pursuant to this Agreement during one ormore periods aggregating not more than 60 days in any twelve-month period (suchperiod or periods, the “Suspension Period”) in the event that (i) Company would,in accordance with the advice of its counsel, be required to disclose in theprospectus information not otherwise then required by law to be publiclydisclosed, (ii) in the judgment of Company’s Board of Directors, there is areasonable likelihood that such disclosure, or any other action to be taken inconnection with the prospectus, would materially and adversely affect anyexisting or prospective material business situation, transaction or negotiationor otherwise materially and adversely affect Company, or (iii) the RegistrationStatement can no longer be used under the Securities Act;

 

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## provided that the period of effectiveness of theRegistration Statement shall be extended by the length of any such SuspensionPeriod;

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## (b)                                 IfCompany suspends the Registration Statement or requires the Holders to ceasesales of the common stock pursuant to paragraph (a) above, Company shall, aspromptly as practicable following the termination of the circumstances whichentitled Company to do so, take such action as may be necessary to reinstatethe effectiveness of the Registration Statement and/or give written notice toall Holders authorizing them to resume sales pursuant to the RegistrationStatement.  If, as a result thereof, theprospectus included in the Registration Statement has been amended to complywith the requirements of the Securities Act, Company shall enclose such revisedprospectus with a notice to Holders given pursuant to this paragraph (b), andthe Shareholders shall make no offers or sales of shares pursuant to suchRegistration Statement other than by means of such revised prospectus. 

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# 8.                                       Restrictions on Sale After Public Offering.  Exceptfor transfers made in transactions exempt from the registration requirementsunder the Securities Act, Company and each Holder hereby agree not to offer,sell, contract to sell or otherwise dispose of any of their RegistrableSecurities within 120 days after the date of any final prospectus relating tothe public offering of common stock, if underwritten, whether by Company or byany Holders, except pursuant to such prospectus or with the written consent ofthe managing underwriter or underwriters for such offering.

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# 9.                                       Miscellaneous.

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## (a)                                  Amendmentsand Waivers.  Except as otherwiseprovided herein, the provisions of this Agreement may not be amended, modifiedor supplemented, and waivers or consents to departure from the provisionshereof may not be given without the written consent of the Majority Holders andthe Company.

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## (b)                                 NoticeGenerally.  Any notice, demand,request, consent, approval, declaration, delivery or other communicationhereunder to be made pursuant to the provisions of this Agreement shall besufficiently given or made if in writing and either delivered in person withreceipt acknowledged or sent by registered or certified mail, return receiptrequested, postage prepaid, or by telecopy and confirmed by telecopyanswerback, addressed as follows:

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### (i)                                     Ifto any Holder, at its last known address appearing on the books of Companymaintained for such purpose.

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### (ii)                                  Ifto Company, at

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VCampus Corporation

Suite 200

1850 Centennial ParkDrive

Reston, VA 20191

Attention:  Chief Financial Officer

Telecopy Number:  (703) 654-7311

 

with acopy to

 

Maupin Taylor, P.A

3200 Beechleaf Court

Suite 500

Raleigh, NC 27604

Attn:  Kevin A.Prakke, Esq.

 

or at such other addressas may be substituted by notice given as herein provided.  The giving of any notice required hereundermay be waived in writing by the party entitled to receive such notice.  Every notice, demand, request, consent,approval, declaration, delivery or other communication hereunder shall bedeemed to have been duly given or served on the date on which personallydelivered, with receipt acknowledged, telecopied and confirmed by telecopy answerbackor three Business Days after the same shall have been deposited in the UnitedStates mail.

 

(c)                                  Successorsand Assigns.  This Agreement shallinure to the benefit of and be binding upon the successors and assigns of eachof the parties hereto including any person to whom Registrable Securities aretransferred.

 

## (d)                                 Headings.  The headings in this Agreement are forconvenience of reference only and shall not limit or otherwise affect themeaning hereof.

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## (e)                                  GoverningLaw; Jurisdiction.  This Agreementshall be governed by, construed and enforced in accordance with the laws of theState of Delaware without giving effect to the conflict of laws provisionsthereof. 

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## (f)                                    Severability.  Wherever possible, each provision of thisAgreement shall be interpreted in such manner as to be effective and validunder applicable law, but if any provision of this Agreement shall beprohibited by or invalid under applicable law, such provision shall beineffective to the extent of such prohibition or invalidity, withoutinvalidating the remainder of such provision or the remaining provisions ofthis Agreement.

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## (g)                                 EntireAgreement.  This Agreement, togetherwith the Purchase Agreement, the Series A-1 Certificate of Designations andWarrants, represents the complete agreement and understanding of the parties heretoin respect of the subject

 

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matter contained herein and therein. This Agreement supersedes all prior agreements and understandingsbetween the parties with respect to the subject matter hereof.

 

 

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INWITNESS WHEREOF, the parties hereto have executed this Registration RightsAgreement as of the date first above written.

 
| **COMPANY:**    | **VCAMPUS  CORPORATION** |
|-----------------|--------------------------|
| ** **      | ** **               |
| ** **      | ** **               |
|            | By:                      |   |   |
|            |                     | Name:  Christopher Nelson |
|            |                     | Title: Chief  Financial Officer |
|            |                     |
| **PURCHASERS:** | ** **               |
|            |                     |
|            | By:                      |   |   |
|            |                     |
|            | Name:                    |   |   |
|            |                     |
|            | Title:                   |   |   |
| ** **      | ** **               |
| ** **      | ** **               |
| ** **      | ** **               | ** ** |
|            |                     |
|            | By:                      |   |   |
|            |                     |
|            | Name:                    |   |   |
|            |                     |
|            | Title:                   |   |   |
| ** **      | ** **               |
| ** **      | ** **               |
| ** **      | ** **               | ** ** |
|            |                     |
|            | By:                      |   |   |
|            |                     |
|            | Name:                    |   |   |
|            |                     |
|            | Title:                   |   |   |
|            |                     |
|                 |                          |  |  |  |  |

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**SCHEDULEA**

**Scheduleof Purchasers**

 

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