**Exhibit10.95**

 

**REGISTRATION RIGHTS AGREEMENT**

 

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

 

The parties hereby agree as follows:

 

# 1.     Definitions.

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

 

“Additional Registrable Securities” shall mean any shares ofCommon Stock which are included within the definition of Registrable Securitiesbut not included in any Registration Statement filed pursuant to Section2(a)(i) below.

 

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

 

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

 

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

 

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

 

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

 

“Register,” “registered” and “registration” referto a registration made by preparing and filing a registration statement orsimilar document in compliance with the 1933 Act (as defined below), and thedeclaration or ordering of effectiveness of such registration statement ordocument.

 

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

 

“Registration Statement” shall mean any registration statementof the Company filed under the 1933 Act that covers the resale of any of theRegistrable Securities or Additional Registrable Securities pursuant to theprovisions of this Agreement, amendments and supplements to such RegistrationStatement, including post-effective amendments, all exhibits and all materialincorporated 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 therules and regulations promulgated thereunder.

 

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

 

# 2.     Registration.

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## (a)           RegistrationStatements.

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### (i)            RegistrableSecurities.  On or prior to theFiling Date, the Company shall prepare and file with the SEC one RegistrationStatement on Form S-3 (or, if Form S-3 is not then available to the Company, onsuch form of registration statement as is then available to effect aregistration for resale of the Registrable Securities), covering the resale ofthe 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 ofthe Notes at the applicable Conversion Price; and (iii) 100% of the number ofshares 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 shallcover, to the extent allowable under the 1933 Act and the rules promulgatedthereunder (including Rule 416), such indeterminate number of additional sharesof Common Stock resulting from stock splits, stock dividends, DilutiveIssuance, or similar transactions with respect to the RegistrableSecurities.  No securities shall beincluded in the Registration Statement without the consent of the Purchasersother 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 theircounsel prior to its filing or other submission.

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### (ii)           AdditionalRegistrable Securities.  At any timeand from time to time upon the written demand of the Required Holders followingthe existence of any Additional

 

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### Registerable Securities, and in any event within thirty (30) daysfollowing such demand, the Company shall prepare and file with the SEC oneRegistration Statement on Form S-3 (or, if Form S-3 is not then available tothe Company, on such form of registration statement as is then available toeffect a registration for resale of the Additional Registrable Securities)covering the resale of the Additional Registrable Securities in an amount equalto the number of Additional Registrable Securities.  Such Registration Statement also shall cover, to the extentallowable under the 1933 Act and the rules promulgated thereunder (includingRule 416), such indeterminate number of additional shares of Common Stockresulting from stock splits, stock dividends, Dilutive Issuance, or similartransactions with respect to the Additional Registrable Securities.  The Registration Statement (and eachamendment or supplement thereto) shall be provided in accordance with Section3(c) to the Purchaser and its counsel prior to its filing or other submission.

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## (b)           Expenses.  The Company will pay all expenses associatedwith each registration, including the Purchasers’ reasonable, documentedexpenses (including reasonable attorneys fees for one law firm up to anaggregate of $5,000), in connection with the registration but excludingdiscounts, commissions, fees of underwriters, selling brokers, dealer managersor similar securities industry professionals.

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## (c)           Effectiveness.

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

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### (ii)           Inthe event that the Registrable Securities (or Additional Registrable Securitiesafter issuance and registration) specifically are not listed or included forquotation on the Nasdaq National Market System, the Nasdaq Small-Cap Market,the Nasdaq OTC Bulletin Board, the New York Stock Exchange, the American StockExchange or otherwise publicly traded or trading of the Common Stock is suspended or halted thereon, withintwenty (20) days following the Purchaser’s written demand for issuance of suchUnderlying Shares or Warrant Shares or certificates, then the Company will makepro-rata payments to the Purchaser  asliquidated damages and not as a penalty, in an amount equal to 2% of the sum ofthe aggregate

 

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### principal amount then outstanding under the Notes for each month (orportion thereof) following the Registration Date during which any of the eventsdescribed above occurs and is continuing (the “Noncompliance Period”).  Each such payment shall be due and payablewithin five (5) days of the end of each month (or ending portion thereof) ofthe Blackout Period until the termination of the Noncompliance Period.  The Noncompliance Period shall terminateupon (1) listing or inclusion and/or trading of the Registrable Securities on apublic market or exchange in the case of (A) above; and (2) delivery of suchshares in the case of (B) above.

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### (iii)          Fornot more than twenty (20) consecutive trading days or for a total of not morethan forty-five (45) trading days in any consecutive twelve (12) month period,the Company may delay the disclosure of material non-public informationconcerning the Company, by terminating or suspending effectiveness of anyregistration contemplated by this Section, the disclosure of which at the timeis not, in the good faith opinion of the Company, in the best interests of theCompany (an “Allowed Delay”); provided, that the Company shall promptly (a)notify the Purchasers in writing of the existence of (but in no event, withoutthe prior written consent of a Purchaser, shall the Company disclose to suchPurchaser any of the facts or circumstances regarding) material non-publicinformation giving rise to an Allowed Delay, and (b) advise the Purchasers inwriting to cease all sales under the Registration Statement until the end ofthe Allowed Delay.  No payments undersubparagraph (c)(i)  shall be requiredin the event and for the duration of an Allowed Delay.

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## (d)           UnderwrittenOffering.  If any offering pursuantto a Registration Statement pursuant to Section 2(a) hereof involves anunderwritten offering, the Company shall have the right to select an investmentbanker and manager to administer the offering, which investment banker ormanager shall be reasonably satisfactory to the Purchasers.

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# 3.     CompanyObligations.  The Company will useits best efforts to effect the registration of the Registrable Securities andAdditional Registrable Securities in accordance with the terms hereof, andpursuant thereto the Company will, as expeditiously as possible:

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## (a)           use its best effortsto cause such Registration Statement to become effective and to remaincontinuously effective for a period (the “Registration Period”) that willterminate upon the earlier of (i) the date on which all Registrable Securitiesor Additional Registrable Securities have been sold (and no Notes or Warrantsremain outstanding), and (ii) the date on which all Registrable Securities orAdditional Registrable Securities, as the case may be, may be sold pursuant toRule 144(k).

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## (b)           prepare and filewith the SEC such amendments and post-effective amendments to the RegistrationStatement and the Prospectus as may be necessary to keep the RegistrationStatement effective for the period specified in Section 3(a) and to comply withthe provisions of the 1933 Act and the 1934 Act with respect to thedistribution of all Registrable Securities and Additional Registrable Securities;provided that, at a time reasonably prior to the filing of a RegistrationStatement or Prospectus, or any amendments or supplements thereto, the Companywill 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 counseldesignated by the Purchasers to review each Registration Statement and allamendments and supplements thereto no fewer than five (5) business days priorto their filing with the SEC and not file any document to which such counselreasonably objects;

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## (d)           furnish to thePurchasers and their one legal counsel (i) promptly after the same is preparedand publicly distributed, filed with the SEC, or received by the Company, onecopy of any Registration Statement and any amendment thereto, each preliminaryprospectus and Prospectus and each amendment or supplement thereto, and eachletter written by or on behalf of the Company to the SEC or the staff of theSEC, and each item of correspondence from the SEC or the staff of the SEC, ineach case relating to such Registration Statement (other than any portion ofany thereof which contains information for which the Company has sought confidentialtreatment), and (ii) such number of copies of a Prospectus, including apreliminary prospectus, and all amendments and supplements thereto and suchother documents as each Purchaser may reasonably request in order to facilitatethe disposition of the Registrable Securities and Additional RegistrableSecurities owned by such Purchaser;

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## (e)           in the event theCompany selects an underwriter for the offering, the Company shall enter intoand perform its reasonable obligations under an underwriting agreement, inusual and customary form, including, without limitation, customaryindemnification and contribution obligations, with the underwriter of suchoffering;

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

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## (g)           make effort toprevent the issuance of any stop order or other suspension of effectivenessand, if such order is issued, obtain the withdrawal of any such order at theearliest possible moment;

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## (h)           furnish to eachPurchaser at least five copies of the Registration Statement and anypost-effective amendment thereto, including financial statements and schedulesby air mail or reputable courier within three (3) business days of theeffective date thereof;

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## (i)            prior to any publicoffering of Registrable Securities or Additional Registrable Securities, useits best efforts to register or qualify or cooperate with the Purchasers andtheir counsel in connection with the registration or qualification of suchRegistrable Securities or Additional Registrable Securities, as applicable, foroffer and sale under the

 

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

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## (j)            cause allRegistrable Securities or Additional Registrable Securities covered by aRegistration Statement to be listed on each securities exchange, interdealerquotation system or other market on which similar securities issued by theCompany are then listed;

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## (k)           immediately notifythe Purchasers, at any time when a Prospectus relating to the RegistrableSecurities or Additional Registrable Securities is required to be deliveredunder the 1933 Act, upon discovery that, or upon the happening of any event asa result of which, the Prospectus included in such Registration Statement, asthen in effect, includes an untrue statement of a material fact or omits tostate any material fact required to be stated therein or necessary to make thestatements therein not misleading in the light of the circumstances thenexisting, and at the request of any such holder, promptly prepare and furnishto such holder a reasonable number of copies of a supplement to or an amendmentof such Prospectus as may be necessary so that, as thereafter delivered to thepurchasers of such Registrable Securities or Additional Registrable Securities,as applicable, such Prospectus shall not include an untrue statement of amaterial fact or omit to state a material fact required to be stated therein ornecessary to make the statements therein not misleading in the light of thecircumstances then existing; and

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## (l)            otherwise use itsbest efforts to comply with all applicable rules and regulations of the SECunder the 1933 Act and the 1934 Act and take such other actions as may bereasonably necessary to facilitate the registration of the RegistrableSecurities and Additional Registrable Securities, if applicable, hereunder.

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# 4.     DueDiligence Review; Information.   TheCompany shall make available, during normal business hours, for inspection andreview by the Purchasers who may be deemed an underwriter, advisors to andrepresentatives of such Purchasers (who may or may not be affiliated with thePurchasers and who are reasonably acceptable to the Company), and anyunderwriter participating in any disposition of Common Stock on behalf of thePurchasers pursuant to the Registration Statement or amendments or supplementsthereto 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 corporatedocuments and properties of the Company as may be reasonably necessary for thepurpose of establishing a due diligence defense under applicable securities lawsand such other reasonable purposes, and cause the Company’s officers, directorsand employees, within a reasonable time period, to supply all such informationreasonably requested by such Purchasers or any such representative, advisor orunderwriter in connection with such Registration Statement (including, withoutlimitation, in response to all questions and other inquiries reasonably made orsubmitted by any of them), prior to and from time to time after the filing andeffectiveness of the Registration Statement for the sole purpose of enablingsuch Purchasers and such representatives, advisors and underwriters and theirrespective accountants

 

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

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The Company shall not disclose material nonpublic information to thePurchasers, or to advisors to or representatives of the Purchasers, unlessprior to disclosure of such information the Company identifies such informationas being material nonpublic information and provides the Purchasers, suchadvisors and representatives with the opportunity to accept or refuse to acceptsuch material nonpublic information for review.  The Company may, as a condition to disclosing any materialnonpublic information hereunder, require the Purchasers’ advisors andrepresentatives to enter into a confidentiality agreement (including anagreement with such advisors and representatives prohibiting them from tradingin Common Stock during such period of time as they are in possession ofmaterial nonpublic information) in form reasonably satisfactory to the Companyand the Purchasers.  Nothing hereinshall require the Company to disclose material nonpublic information to thePurchasers or their advisors or representatives.

 

# 5.     Obligationsof the Purchasers.

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## (a)           Each Purchaser shallfurnish in writing to the Company such information regarding itself, theRegistrable Securities or Additional Registrable Securities, as applicable,held by it and the intended method of disposition of the Registrable Securitiesor Additional Registrable Securities, as applicable, held by it, as shall bereasonably required to effect the registration of such Registrable Securitiesor Additional Registrable Securities, as applicable, and shall execute suchdocuments in connection with such registration as the Company may reasonablyrequest.  At least ten (10) days priorto the first anticipated filing date of any Registration Statement, the Companyshall notify each Purchaser of the information the Company requires from suchPurchaser if such Purchaser elects to have any of the Registrable Securities orAdditional Registrable Securities included in the Registration Statement.

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## (b)           Each Purchaser, byits acceptance of the Registrable Securities and Additional RegistrableSecurities, if any, agrees to cooperate with the Company as reasonablyrequested by the Company in connection with the preparation and filing of aRegistration Statement hereunder, unless such Purchaser has notified theCompany in writing of its election to exclude all of its Registrable Securitiesor Additional Registrable Securities, as applicable, from the RegistrationStatement.  Each Purchaser agrees tocomply with the applicable prospectus delivery requirements under the 1933 Actin connection with any resales of Registrable Securities pursuant to theRegistration Statement.

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## (c)           In the event theCompany determines to engage the services of an underwriter which engagement isreasonably acceptable to the Purchasers, each Purchaser agrees to enter intoand perform its obligations under an underwriting agreement, in usual andcustomary form, including, without limitation, customary indemnification andcontribution obligations, with the managing underwriter of such offering andtake such other actions as are reasonably required in order to expedite orfacilitate the dispositions of the Registrable Securities or AdditionalRegistrable Securities, as applicable.

 

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## (d)           Each Purchaseragrees that, upon receipt of any notice from the Company of the happening ofany event rendering a Registration Statement no longer effective, suchPurchaser will immediately discontinue disposition of Registrable Securities orAdditional Registrable Securities pursuant to the Registration Statementcovering such Registrable Securities or Additional Registrable Securities,until the Purchaser’s receipt of the copies of the supplemented or amendedprospectus filed with the SEC and declared effective and, if so directed by theCompany, the Purchaser shall deliver to the Company (at the expense of theCompany) or destroy all copies in the Purchaser’s possession of the prospectuscovering the Registrable Securities or Additional Registrable Securities, asapplicable, current at the time of receipt of such notice.

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

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# 6.     Indemnification.

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## (a)           Indemnificationby Company.  The Company agrees toindemnify and hold harmless, to the fullest extent permitted by law, thePurchasers, each of their officers, directors, partners and employees and eachperson who controls the Purchasers (within the meaning of the 1933 Act) againstall 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 anyRegistration Statement, Prospectus or any preliminary prospectus or anyamendment or supplement thereto or any omission or alleged omission to statetherein a material fact required to be stated therein or necessary to make thestatements therein not misleading, except insofar as the same are based uponany 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 connectionwith any Registration Statement, Prospectus or any preliminary prospectus, orany amendment or supplement thereto, and shall reimburse in accordance withsubparagraph (c) below, each of the foregoing persons for any legal and anyother expenses reasonably incurred in connection with investigating ordefending any such claims.  Theforegoing is subject to the condition that, insofar as the foregoing indemnitiesrelate to any untrue statement, alleged untrue statement, omission or allegedomission made in any preliminary prospectus or Prospectus that is eliminated orremedied in any Prospectus or amendment or supplement thereto, the aboveindemnity obligations of the Company shall not inure to the benefit of anyindemnified party if a copy of such corrected Prospectus or amendment orsupplement thereto had been provided to such indemnified party and was not sentor given by such indemnified party at or prior to the time such action wasrequired of such indemnified party by the 1933 Act and if delivery of suchProspectus or amendment or supplement thereto would have eliminated (or been asufficient defense to) any liability of such indemnified party with respect tosuch statement or omission.  Indemnityunder this Section 5(a)

 

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

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## (b)           Indemnificationby Holder.  In connection with anyregistration pursuant to the terms of this Agreement, each Purchaser willfurnish to the Company in writing such information as the Company reasonablyrequests concerning the holders of Registrable Securities and AdditionalRegistrable Securities or the proposed manner of distribution for use inconnection with any Registration Statement or Prospectus and agrees, severallybut not jointly, to indemnify and hold harmless, to the fullest extentpermitted by law, the Company, its directors, officers, employees, stockholdersand 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 anyuntrue statement of a material fact or any omission of a material fact requiredto be stated in the Registration Statement or Prospectus or preliminaryprospectus or amendment or supplement thereto or necessary to make thestatements therein not misleading, to the extent, but only to the extent thatsuch untrue statement or omission is contained in any information furnished inwriting by such Purchaser to the Company specifically for inclusion in suchRegistration Statement or Prospectus or amendment or supplement thereto andthat such information was relied upon by the Company in preparation of theRegistration Statement or Prospectus or any amendment or supplement thereto.

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## (c)           Conduct ofIndemnification Proceedings.  Anyperson entitled to indemnification hereunder shall (i) give prompt notice tothe indemnifying party of any claim with respect to which it seeksindemnification and (ii) permit such indemnifying party to assume the defenseof such claim with counsel reasonably satisfactory to the indemnified party;provided that any person entitled to indemnification hereunder shall have theright to employ separate counsel and to participate in the defense of suchclaim, but the fees and expenses of such counsel shall be at the expense ofsuch person unless (a) the indemnifying party has agreed to pay such fees orexpenses, or (b) the indemnifying party shall have failed to assume the defenseof 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 itscounsel, a conflict of interest exists between such person and the indemnifyingparty with respect to such claims (in which case, if the person notifies theindemnifying party in writing that such person elects to employ separatecounsel at the expense of the indemnifying party, the indemnifying party shallnot have the right to assume the defense of such claim on behalf of suchperson); and provided, further, that the failure of any indemnified party togive notice as provided herein shall not relieve the indemnifying party of itsobligations hereunder, except to the extent that such failure to give noticeshall materially adversely affect the indemnifying party in the defense of anysuch claim or litigation.  It isunderstood that the indemnifying party shall not, in connection with anyproceeding in the same jurisdiction, be liable for fees or expenses of morethan one separate firm of attorneys at any time for all such indemnifiedparties.  No indemnifying party will,except with the consent of the indemnified party, consent to entry of any judgmentor enter into any settlement that does not include as an unconditional termthereof the giving by the claimant or plaintiff to such indemnified party of arelease from all liability in respect of such claim or litigation.

 

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## (d)           Contribution. If for any reason the indemnificationprovided for in the preceding paragraphs (a) and (b) is unavailable to anindemnified party or insufficient to hold it harmless, other than as expresslyspecified therein, then the indemnifying party shall contribute to the amountpaid or payable by the indemnified party as a result of such loss, claim,damage or liability in such proportion as is appropriate to reflect therelative fault of the indemnified party and the indemnifying party, as well asany other relevant equitable considerations. No person guilty of fraudulent misrepresentation within the meaning ofSection 11(f) of the 1933 Act shall be entitled to contribution from any personnot guilty of such fraudulent misrepresentation.  In no event shall the contribution obligation of a holder ofRegistrable Securities or Additional Registrable Securities be greater inamount than the dollar amount of the proceeds (net of all expenses paid by suchholder and the amount of any damages such holder has otherwise been required topay by reason of such untrue or alleged untrue statement or omission or allegedomission) received by it upon the sale of the Registrable Securities orAdditional Registrable Securities giving rise to such contribution obligation.

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# 7.     Miscellaneous.

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## (a)           Amendments andWaivers.  This Agreement may beamended only by a writing signed by the parties hereto.  The Company may take any action hereinprohibited, 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, actionor omission to act.

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

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## (c)           Assignments andTransfers by Purchasers.  ThisAgreement and all the rights and obligations of any Purchaser hereunder may beassigned or transferred to any transferee or assignee of the Notes, Warrants orRegistrable Securities as may be permitted under the Purchase Agreement.  A Purchaser may make such assignment ortransfer to any transferee or assignee of any Note, Warrant, RegistrableSecurities or Additional Registrable Securities, provided that (i) suchtransfer is made expressly subject to this Agreement and the transferee agreesin writing to be bound by the terms and conditions hereof, and (ii) the Companyis provided with written notice of such assignment.

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## (d)           Assignments andTransfers by the Company.  ThisAgreement may not be assigned by the Company without the prior written consentof the Purchasers, but after notice duly given, the Company shall assign itsrights and delegate its duties hereunder to any successor-in-interest corporation,and such successor-in-interest shall assume such rights and duties, in theevent of a merger or consolidation of the Company with or into anothercorporation 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 thatsuch successor-in-interest assume in writing all obligations hereunder).

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## (e)           Benefits of theAgreement.  The terms and conditionsof this Agreement shall inure to the benefit of and be binding upon the respectivepermitted successors and assigns of the parties.  Nothing in this Agreement, express or implied, is intended toconfer

 

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

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

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## (g)           Titles andSubtitles.  The titles and subtitlesused in this Agreement are used for convenience only and are not to beconsidered in construing or interpreting this Agreement.

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

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## (i)            FurtherAssurances.  The parties shallexecute and deliver all such further instruments and documents and take allsuch other actions as may reasonably be required to carry out the transactionscontemplated hereby and to evidence the fulfillment of the agreements hereincontained.

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## (j)            Entire Agreement.  This Agreement, together with the Purchase Agreement,Notes and Warrants and documents contemplated thereby, is intended by theparties as a final expression of their agreement and intended to be a completeand exclusive statement of the agreement and understanding of the partieshereto in respect of the subject matter contained herein.  This Agreement, together with the PurchaseAgreement, Notes and Warrants and documents contemplated thereby, supersedesall prior agreements and understandings between the parties with respect tosuch subject matter.

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## (k)           Applicable Law.  This Agreement shall be governed by, andconstrued in accordance with, the laws of the State of New York without regardto principles of conflicts of law.

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*[SignaturePages Follow]*

 

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IN WITNESSWHEREOF, the parties have executed this Registration Rights Agreement as of thedate 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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