**Exhibit 10.113**

 

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

 

No. W-

Issuance Date: March 22, 2006

 

**VCAMPUSCORPORATION**

 

**PURCHASE WARRANT**

 

**WARRANTTO PURCHASE SHARES OF COMMON STOCK**

 

This is to certify that, FOR VALUE RECEIVED, [Name ofPurchaser] (“Warrantholder”), is entitled to purchase, subject to theprovisions of this Warrant, from VCampus Corporation, a corporation organizedunder the laws of Delaware (“Company”), at any time and from time to timecommencing four years from the Issuance Date (“Exercise Date”), but not laterthan 5:00 P.M., Eastern time, on the tenth (10th) anniversaryof the Issuance Date (the “Expiration Date”), a total of *[pro rata portion of 1,000,000 shares based on totalof $2.3 million investment]* shares (“Warrant Shares”) of CommonStock, $0.01 par value per share (“Common Stock”), of the Company, at anexercise price per share equal to the then applicable conversion price of theCompany’s Series B-1 Preferred Stock. The exercise price in effect from time totime is hereafter called the “Warrant Price”. The number of Warrant Sharespurchasable upon exercise of this Warrant and the Warrant Price shall besubject to adjustment from time to time as described herein.

 

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

 

# Section1.  Registration. The Company shall maintain books for thetransfer and registration of the Warrant. Upon the initial issuance of theWarrant, the Company shall issue and register the Warrant in the name of theWarrantholder.

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# Section2.  Transfers. As provided herein, this Warrant may betransferred only pursuant to a registration statement filed under theSecurities Act of 1933, as amended (“Securities Act”) or an exemption fromregistration thereunder. Subject to such restrictions, the Company shalltransfer this Warrant from time to time, upon the books to be maintained by theCompany for that purpose, upon surrender hereof for transfer properly endorsedor accompanied

 

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

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# Section3.  Exercise of Warrant.

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# (a)Subjectto the provisions hereof, the Warrantholder may exercise this Warrant in wholeor in part at any time and from time to time on and after the Exercise Date andending on the Expiration Date, upon surrender of the original of this Warrant,together with delivery of the duly executed Warrant exercise form attachedhereto (the “Exercise Agreement”) (which may be by fax), to the Company duringnormal business hours on any business day at the Company’s principal executiveoffices (or such other office or agency of the Company as it may designate bynotice to the holder hereof), and upon payment to the Company in cash, bycertified or official bank check or by wire transfer for the account of theCompany of the Warrant Price for the Warrant Shares specified in the ExerciseAgreement. The Warrant Shares so purchased shall be deemed to be issued to theholder hereof or such holder’s designee, as the record owner of such shares, asof the close of business on the date on which the completed Exercise Agreementand original of this Warrant shall have been delivered to the Company (or suchlater date as may be specified in the Exercise Agreement). Certificates for theWarrant Shares so purchased, representing the aggregate number of sharesspecified in the Exercise Agreement, shall be delivered to the holder hereofwithin a reasonable time after this Warrant shall have been so exercised. Thecertificates so delivered shall be in such denominations as may be requested bythe holder hereof and shall be registered in the name of such holder or suchother name as shall be designated by such holder. If this Warrant shall havebeen exercised only in part, then, unless this Warrant has expired, the Companyshall (subject to Section 3(b) below), at its expense, at the time of deliveryof such certificates, deliver to the holder a new Warrant representing thenumber of shares with respect to which this Warrant shall not then have beenexercised. In lieu of delivering physical certificates representing the sharesof Common Stock issuable upon exercise of this Warrant, provided the Company’stransfer agent is participating in the Depository Trust Company (“**DTC**”) Fast Automated Securities Transfer (“**FAST**”) program and such certificates can be issued withoutrestrictive legends in accordance with applicable securities laws, upon requestof the Warrantholder, the Company shall use commercially reasonable efforts tocause its transfer agent to electronically transmit such shares issuable uponexercise to the Warrantholder (or its designee), by crediting the account ofthe Warrantholder’s (or such designee’s) prime broker with DTC through itsDeposit Withdrawal Agent Commission system (provided that the same time periodsherein as for stock certificates shall apply).

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

 

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|   | Net Number = | (A x B) - (A x  C) |   |
|--------|--------------|--------------------|--------|
|   |         | B                  |   |

 

For purposes of the foregoing formula:

 

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

 

B= the average of theClosing Sale Price of the Common Stock over the five Trading Days immediatelypreceding the date of the Exercise Notice.

 

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

 

# Section4.  Compliance with the Securities Act of 1933. Neither thisWarrant nor the Common Stock issued upon exercise hereof nor any other securityissued or issuable upon exercise of this Warrant may be offered or sold exceptas provided in this Warrant and in conformity with the Securities Act of 1933,as amended, and then only against receipt of an agreement of such person towhom such offer of sale is made to comply with the provisions of this Section 4with respect to any resale or other disposition of such security. The Companymay cause the legend set forth on the first page of this Warrant to be setforth on each Warrant or similar legend on any security issued or issuable uponexercise of this Warrant until the Warrant Shares have been registered forresale under the Registration Rights Agreement or until Rule 144 is available,unless counsel for the Company is of the opinion as to any such security thatsuch legend is unnecessary.

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# Section5.  Payment of Taxes. The Company will pay any documentarystamp taxes attributable to the initial issuance of Warrant Shares issuableupon the exercise of the Warrant; provided, however, that the Company shall notbe required to pay any tax or taxes which may be payable in respect of anytransfer involved in the issuance or delivery of any certificates for WarrantShares in a name other than that of the registered holder of this Warrant inrespect of which such shares are issued. The holder shall be responsible forincome taxes due under federal or state law, if any such tax is due.

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# Section6.  Mutilated or Missing Warrants. In case this Warrant shallbe mutilated, lost, stolen, or destroyed, the Company shall issue in exchangeand substitution of and upon cancellation of the mutilated Warrant, or in lieuof and substitution for the Warrant lost, stolen or destroyed, a new Warrant oflike tenor and for the purchase of a like number of Warrant Shares, but onlyupon receipt of evidence reasonably satisfactory to the Company of such loss,theft or destruction of the Warrant, and with respect to a lost, stolen ordestroyed Warrant, reasonable indemnity or bond with respect thereto, ifreasonably requested by the Company.

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# Section7.  Reservation of Common Stock. The Company hereby representsand warrants that there have been reserved, and the Company shall at allapplicable times keep reserved, out of the authorized and unissued CommonStock, a number of shares sufficient to

 

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

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# Section8.  Warrant Price. The Warrant Price, subject to adjustment asprovided in Section 9, shall, if payment is made in cash or by certified check,be payable in lawful money of the United States of America.

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# Section9.  Adjustment of Warrant Exercise Price and Number of Shares.The Warrant Price and the number of shares of Common Stock issuable uponexercise of this Warrant shall be adjusted from time to time as follows:

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(a)                                  Ifthe Company or any of its subsidiaries shall at any time or from time to timewhile the Warrant is outstanding, pay a dividend or make a distribution on itscapital stock in shares of Common Stock, subdivide its outstanding shares ofCommon Stock into a greater number of shares or combine its outstanding sharesinto a smaller number of shares or issue by reclassification of its outstandingshares of Common Stock any shares of its capital stock (including any suchreclassification in connection with a consolidation or merger in which theCompany is the continuing corporation), then the number of Warrant Sharespurchasable upon exercise of the Warrant and the Warrant Price in effectimmediately prior to the date upon which such change shall become effective,shall be adjusted by the Company so that the Warrantholder thereafterexercising the Warrant shall be entitled to receive the number of shares ofCommon Stock or other capital stock which the Warrantholder would have receivedif the Warrant had been exercised immediately prior to such event. Suchadjustment shall be made successively whenever any event listed above shalloccur.

 

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

 

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(c)                                  Inthe event that, as a result of an adjustment made pursuant to Section 9, theholder of this Warrant shall become entitled to receive any shares of capitalstock of the Company other than shares of Common Stock, the number of suchother shares so receivable upon exercise of this Warrant shall be subjectthereafter to adjustment from time to time in a manner and on terms as nearlyequivalent as practicable to the provisions with respect to the Warrant Sharescontained in this Warrant.

 

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

 

# Section10.  Fractional Interest. The Company shall not be required toissue fractions of Warrant Shares upon the exercise of the Warrant. If anyfraction of a Warrant Share would, except for the provisions of this Section,be issuable upon the exercise of the Warrant (or specified portions thereof),the Company shall round such calculation to the nearest whole number anddisregard the fraction.

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# Section11.  Benefits. Nothing in this Warrant shall be construed togive any person, firm or corporation (other than the Company and theWarrantholder) any legal or equitable right, remedy or claim, it being agreedthat this Warrant shall be for the sole and exclusive benefit of the Companyand the Warrantholder.

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# Section12.  Notices to Warrantholder. Upon the happening of any eventrequiring an adjustment of the Warrant Price, the Company shall forthwith givewritten notice thereof to the Warrantholder at the address appearing in therecords of the Company, stating the adjusted Warrant Price and the adjustednumber of Warrant Shares resulting from such event and setting forth inreasonable detail the method of calculation and the facts upon which suchcalculation is based. In the event of a dispute with respect to any suchcalculation, the certificate of the Company’s independent certified publicaccountants shall be conclusive evidence of the correctness of any computationmade, absent manifest error. Failure to give such notice to the Warrantholderor any defect therein shall not affect the legality or validity of the subjectadjustment. At the Warrantholder’s request, the Company shall deliver to theWarrantholder as of a requested date a notice specifying the Warrant Price andthe number of Warrant Shares into which this Warrant is exercisable as of suchdate.

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# Section13.  Notices. Any notice pursuant hereto to be given or madeby the Warrantholder to or on the Company shall be sufficiently given or madeif delivered personally or by facsimile or if sent by an internationallyrecognized courier, addressed as follows:

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VCampusCorporation

1850Centennial Park Drive

Suite200

Reston,VA  20191

Attention:  CFO

 

With a copy to:

 

Maupin Taylor,P.A.

3200 BeechleafCourt, Suite 500

Raleigh, NorthCarolina 27604

Attn:  Kevin A. Prakke, Esq.

 

or such other address as the Company may specify inwriting by notice to the Warrantholder complying as to delivery with the termsof this Section 13.

 

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

 

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

 

# Section14.  Registration Rights. The initial holder of this Warrantis entitled to the benefit of certain registration rights in respect of theWarrant Shares as provided in the Registration Rights Agreement.

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# Section15.  Successors. All the covenants and provisions hereof by orfor the benefit of the Warrantholder shall bind and inure to the benefit of itsrespective successors and assigns hereunder.

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# Section16.  Governing Law. This Warrant shall be deemed to be acontract made under the laws of the State of Delaware, without giving effect toits conflict of law principles, and for all purposes shall be construed inaccordance with the laws of said State.

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# Section17.  Assignment, etc. The Warrantholder may assign or transferthis Warrant to any transferee only with the prior written consent of theCompany. This Warrant shall be binding upon the Company and its successors and shallinure to the benefit of the Warrantholder and its successors and permittedassigns.

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

 

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(i)                                     “BusinessDay” means any day other than Saturday, Sunday or other day on whichcommercial banks in the City of New York are authorized or required by law toremain closed.

 

(ii)                                  “ClosingSale Price” means, for any security as of any date, the last closing saleprice for such security on the Principal Market as reported by Nasdaq, or ifthe Principal Market begins to operate on an extended hours basis, and does notdesignate the closing trade price, then the last trade price at 4:00 p.m., NewYork City Time, as reported by Nasdaq, or if the foregoing do not apply, thelast closing trade price of such security in the over-the-counter market on theelectronic bulletin board for such security as reported by Nasdaq (or byBloomberg if Nasdaq does not report such prices), or, if no last closing tradeprice is reported for such security by Nasdaq, the last closing ask price ofsuch security as reported by Nasdaq, or, if no last closing ask price isreported for such security by Nasdaq, the average of the highest bid price andthe lowest ask price of any market makers for such security as reported in the “pinksheets” by the Pink Sheets LLC. If the Closing Sale Price cannot be calculatedfor such security on such date on any of the foregoing bases, the Closing SalePrice of such security on such date shall be the fair market value asdetermined in good faith by the Company’s Board of Directors.

 

(iii)                               “IssuanceDate” means the date on which this Warrant is issued to the Warrantholderas is set forth on the first page of the Warrant.

 

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

 

(v)                                 “PrincipalMarket” means the principal securities exchange or trading market on whichthe Common Stock is traded.

 

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

 

 

*[signaturepage follows]*

 

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

 
|                                   | **VCAMPUS  CORPORATION** |
|----------------------------------------|--------------------------|
|                                   |                     |
|                                   |                     |
|                                   | By:                      |   |   |
|                                   | Name:                    | Narasimhan P.  Kannan |
|                                   | Title:                   | Chief Executive  Officer |
|                                   |                     |
| *Attest*:                              |                     |
|                                   |                     |
|                                   |                     |
| Sign:                                  |                     |   |   |
| **Print  Name: Christopher L. Nelson** | ** **               |
|                                        |                          |  |  |  |  |

 

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**VCAMPUSCORPORATIONWARRANT EXERCISE FORM**

** **

VCampusCorporation

1850 Centennial ParkDrive

Suite200

Reston,VA  20191

Fax:  (703) 654-7319

Attention:  CFO

 

This undersigned herebyirrevocably elects to exercise the right of purchase represented by the withinWarrant (“Warrant”) for, and to purchase thereunder                             sharesof Common Stock (“Warrant Shares”) provided for therein, and requests thatcertificates for the Warrant Shares be issued as follows:

 
|   |    |   |
|--------|---------|--------|
|   | Name    |   |
|   |    |   |
|   | Address |   |
|   |    |   |
|   |    |   |

 

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

 

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

 

 
| Dated: |                |   | Signature: |   |   |
|--------|---------------------|--------|------------|--------|--------|
|   |                |   |
|   | Name (please print) |
|   |                |   |
|   | Address             |

 

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