Exhibit 10.100


 


THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR BY THE SECURITIES REGULATORY
AUTHORITY OF ANY OTHER JURISDICTION, NOR HAS ANY COMMISSION OR AUTHORITY PASSED
UPON OR ENDORSED THE MERITS OF THIS OFFERING. 
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.  THE SHARES MAY NOT BE TRANSFERRED OR RESOLD
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.  INVESTORS SHOULD BE AWARE
THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR
AN INDEFINITE PERIOD OF TIME.


 


SUBSCRIPTION
AGREEMENT


Common
Stock


 


VCAMPUS
CORPORATION


 


1.                                       Subscription.  The undersigned (hereinafter referred to as “Subscriber”)
hereby subscribes for and agrees to purchase the number of shares of Common
Stock of VCampus Corporation (the “Company”), par value $0.01 per share, set
forth on the signature page hereto (the “Shares”) in consideration for payment
by the Subscriber of a per Share purchase price of $1.63 (the “Purchase Price”)
pursuant to this Subscription Agreement (the “Agreement”).  The Subscriber herewith tenders the entire
amount of such purchase price by check or wire transfer payable to the order of
the Company.


 


The Subscriber acknowledges that at the time of
issuance the Common Stock will not be registered under the Securities Act of
1933 (the “Act”), in reliance upon an exemption from registration contained in
the Act, and that the Company’s reliance upon such exemption is based, at least
partially, on the Subscriber’s representations and warranties contained in this
Subscription Agreement.


 


2.                                       Acceptance
or Rejection of Subscription. 
Subscriber acknowledges and agrees that this subscription shall not be
effective until accepted in writing by the Company, and that the Company
reserves the right to reject this subscription in whole or in part.  The Company is raising capital through the
sale of up to approximately 620,000 Shares. 
Subscriptions may be rejected for insufficient documentation or for such
other reason as the Company may determine, in its sole discretion, to be in the
best interests of the Company.  The
Company, in its sole discretion, reserves the right to close this offering at
any time.  In the event the Subscriber’s
subscription is accepted by the Company, (the “Closing”) Subscriber’s Shares
shall be issued as of the date specified by the Company at the time of
acceptance.


 





















 


3.                                       Warrants.  Subscriber shall receive 5-year warrants,
(the “Warrants”) in substantially the form attached hereto as Exhibit A,
to purchase a number of shares of Common Stock equal to 125% of the total number
of Shares purchased hereunder at an exercise price equal to the Purchase Price
paid for the Shares.


 


4.                                       Registration
Rights.  The Shares purchased
hereunder, together with the shares issuable upon exercise of the Warrants (the
“Warrant Shares”), shall have registration rights pursuant to the Registration
Rights Agreement attached hereto as Exhibit B.


 


5.                                       Subscriber’s
Representations and Warranties. 
Subscriber represents, warrants, acknowledges and agrees to the
following.


 


a.                                       Subscriber
is a resident of the state indicated on the signature page hereof, is legally
competent to execute this Agreement, and:


 


(i)                                     if
Subscriber is an individual, has his or her principal residence in such state
and is at least 21 years of age; or


 


(ii)                                  if
Subscriber is a corporation, partnership, trust or other form of business
organization, has its principal office in such state; or


 


(iii)                               if
Subscriber is a corporation, partnership, trust or other form of business
organization, Subscriber has not been organized for the specific purpose of
acquiring the Shares.


 


b.                                      This
Agreement is and shall be irrevocable, except that the Subscriber shall have no
obligations hereunder in the event that the subscription is not accepted by the
Company in whole or in part.


 


c.                                       The
Subscriber has read this Agreement carefully and, to the extent believed
necessary, has discussed the representations, warranties and agreements and the
applicable limitations upon the Subscriber’s resale of the Shares and Warrant
Shares with counsel.


 


d.                                      The
Subscriber understands that no federal or state agency has made any finding or
determination regarding the fairness of this offering, or any recommendation or
endorsement of this offering.


 


e.                                       The
Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D
promulgated under the Act.


 


Entities that are
accredited investors under Rule 501 include, among others, certain banks,
savings and loan associations, registered securities broker-dealers, insurance
companies, registered investment companies and trusts.  Individuals that are accredited investors
under Rule 501 include, among others, any natural person whose individual net
worth, or joint net worth with that person’s spouse,


 


2





















 


exceeds $1
million; or who had income in excess of $200,000 in each of the two most recent
years or joint income with that person’s spouse in excess of $300,000 in each
of those years and who has a reasonable expectation of reaching the same income
level in the current year.


 


f.                                         The
Subscriber has received from the Company or others and has read copies of the
Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”),
and has had an adequate opportunity to ask questions of and receive answers
from the Company regarding these documents (the “SEC Filings”).


 


g.                                      The
Subscriber represents that the Subscriber, if an individual, has adequate means
of providing for his/her current needs and personal and family contingencies
and has no need for liquidity in his/her investment in this offering.


 


h.                                      The
Subscriber is financially able to bear the economic risk of this investment,
including the ability to afford holding the Shares, Warrants and Warrant Shares
(collectively, the “Securities”) for an indefinite period, or to afford a
complete loss of its investment.


 


i.                                          The
Subscriber is purchasing the Securities for the Subscriber’s own account, with
the intention of holding the Securities for investment purposes and not for the
purpose of reselling or otherwise participating, directly or indirectly, in a
distribution of the Securities, and shall not make any sale, transfer or other
disposition of any portion of the Securities purchased hereby without
registration under the Act and any applicable securities act of any state or
unless an exemption from registration is available under such acts.


 


j.                                          The
Subscriber’s overall commitment to investments that are not readily marketable
is not disproportionate to the Subscriber’s net worth, and the Subscriber’s
investment in the Securities will not cause such overall commitment to become
excessive.


 


k.                                       The
Subscriber understands that an investment in the Securities is a highly
illiquid investment, and that, the Subscriber will have to bear the economic
risk of the investment indefinitely (or at least until such shares may become
registered for resale as provided under this Agreement) because the Securities
has not been registered under the Act and is being issued pursuant to a private
placement exemption under Regulation D, on the grounds that no public offering
is involved.  Therefore, the Securities cannot
be offered, sold, transferred, pledged or otherwise disposed of to any person,
unless either it is subsequently registered under the Act and applicable state
securities laws or an exemption from registration is available and the
Subscriber obtains a favorable opinion of the Company’s counsel to that effect.


 


l.                                          Prior
to registration of the Shares by the Company pursuant to Section 4 hereof, the
Subscriber understands that the provisions of Rule 144 promulgated under the
Act are not available for at least one (1) year to permit resale of the Securities,
and there can be no assurance that the conditions necessary to permit routine
sales of the Securities under Rule 144 will ever be satisfied, and, if Rule 144
should become available, routine sales made in reliance on


 


3





















 


its provisions could be made only in limited amounts
and in accordance with the terms and conditions of the Rule.  The Subscriber further understands that in
connection with sales for which Rule 144 is not available, compliance with some
other registration exemption will be required, which may not be available.


 


m.                                    The
Subscriber understands and agrees that stop transfer instructions will be given
to the Company’s transfer agent or the officer in charge of its stock records
and noted on the appropriate records of the Company to the effect that the Securities
may not be transferred out of the Subscriber’s name unless either the Securities
become registered for resale under the Act or it is established to the
satisfaction of counsel for the Company that an exemption from the registration
provisions of the Act and applicable state securities laws is available
therefor.  The Subscriber further agrees
that there will be placed on the certificates for the Shares and Warrant Shares,
or any substitutions therefore, a legend stating in substance as follows, that
the Subscriber understands and agrees that the Company may refuse to permit the
transfer of the stock out of its name and that the stock must be held
indefinitely in the absence of compliance with the terms of such legend.  The Company agrees to remove the following
restrictive legend from the certificates, upon request from the Subscriber,
promptly following the effectiveness of the Registration Statement covering the
resale of the Shares and Warrant Shares and each Subscriber certifies that it
will thereafter sell the common stock evidenced by such unlegended certificates
only pursuant to the final prospectus as permitted under the Registration Rights
Agreement or pursuant to Rule 144.


 


THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES ACT AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF
SUCH REGISTRATION UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL (WHICH
MAY BE COUNSEL FOR THE CORPORATION) REASONABLY SATISFACTORY TO IT THAT SUCH
TRANSFER MAY BE MADE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES
LAWS AND REGULATIONS.


 


n.                                      The
Subscriber has been given the opportunity to review the Company’s SEC Filings,
and to ask questions of, and receive answers from, Company representatives
concerning the Company and the terms and conditions of the offering and to
obtain such other information as the Subscriber desires in order to evaluate an
investment in the Common Stock.


 


o.                                      The
Subscriber did not learn of the investment in the Securities as a result of any
public advertising or general solicitation.


 


p.                                      Neither
the Subscriber nor any of its affiliates has, directly or indirectly, engaged
in any “short sales” of the Company’s securities or other hedging
strategies.  Subscriber covenants that it
will not engage in any short sales of the Company’s securities so long as it
holds


 


4





















 


any Shares or Warrants purchased hereunder and it will
comply with all securities laws in connection with its investment and trading
practices.


 


q.                                      The
Subscriber agrees to indemnify the Company, its directors, officers and
employees, and to hold them harmless from and against any and all liability,
damages, costs or expenses, including reasonable attorney fees, on account of
or arising out of (i) any inaccuracy in the Subscriber’s representations and
warranties hereinabove set forth; (ii) the disposition of any of the Securities
which it will receive, contrary to its foregoing representations and
warranties; and (iii) any action, suit or proceeding based upon either the
claim that the Subscriber’s representations or warranties were inaccurate or
misleading or otherwise cause for obtaining damages or redress from the
Company, its directors, officers or employees, or the disposition of any
portion of the Securities. 
Notwithstanding the provisions of this Section 5.q., no Subscriber shall
be required to indemnify any person in an amount in excess of the aggregate
Purchase Price paid by such Subscriber hereunder.


 


6.                                       Company
Representations and Warranties.  Except
as disclosed in the Company’s SEC Filings, the Company represents and warrants
to the Subscriber as follows:


 


a.                                       Organization and Standing.  The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
and has all requisite corporate power and authority to own and operate its
properties and assets and to carry on its business as now conducted.  The Company is duly qualified and authorized
to do business, and is in good standing as a foreign corporation, in Virginia
and in each other jurisdiction where the nature of its activities and of its
properties makes such qualification necessary, except where a failure to do so
would not have a material adverse effect on the Company.


 


b.                                      Capitalization.  The authorized and outstanding capital of the
Company, as of March 21, 2005, consisted of: 
171,586 shares of undesignated and unissued Preferred Stock, $0.01 par
value per share; and 36,000,000 shares of Common Stock, $0.01 par value per
share, 8,511,904 of which were issued and outstanding.


 


All of the outstanding
shares of Common Stock and Preferred Stock that have been duly authorized and
validly issued are fully paid and nonassessable and were issued in compliance
with all applicable federal and state securities laws.  The Company has duly and validly reserved the
Shares and Warrant Shares for issuance as contemplated hereby.  Except as disclosed in the SEC Filings, there
are no outstanding rights of first refusal, preemptive rights or other rights,
options, warrants, conversion rights or other agreements, either directly or
indirectly, for the purchase or acquisition from the Company of any shares of
its capital stock.


 


c.                                       Authorization.  All corporate action on the part of the
Company and its directors and stockholders necessary for the authorization,
execution and delivery of this Agreement, the performance of all the Company’s
obligations hereunder and thereunder, and the authorization, issuance, sale and
delivery of the Securities has been taken. 
This Agreement, when executed and delivered by the Company and the respective
other parties thereto, shall constitute a valid and legally binding obligation
of the Company enforceable in accordance with


 


5





















 


its terms, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors, rules and laws governing specific
performance, injunctive relief and other equitable remedies.


 


d.                                      Validity of the Shares.  The Shares, when issued pursuant to the terms
of this Agreement (and the Warrant Shares, when issued pursuant to the terms of
the Warrants), will be validly issued, and fully paid and nonassessable and
will be free of any liens or encumbrances; provided, however, that the Shares
and Warrant Shares will be subject to restrictions on transfer under state
and/or federal securities laws as set forth herein.


 


e.                                       Compliance with Other Instruments.  The Company is not in violation of any
provisions of its Certificate of Incorporation or its Bylaws as amended, or of
any provisions of any material agreement or any judgment, decree or order by
which it is bound or any statute, rule or regulation applicable to the
Company.  Subject to the compliance with
such filings as may be required to be made with the SEC, the National
Association of Securities Dealers, Inc. (the “NASD”) and certain state
securities commissions, the execution, delivery and performance of this
agreement and the issuance and sale of the Shares pursuant hereto, will not
result in any such violation or be in conflict with or constitute a default
under any such provisions or result in the creation of any mortgage, pledge,
lien, encumbrance or charge upon any of the properties or assets of the
Company.


 


f.                                         Governmental Consents.  All consents, approvals, orders or
authorization of, or registrations, qualifications, designations, declarations
or filings with, any federal or state governmental authority on the part of the
Company required in connection with the valid execution and delivery of this
agreement, the offer, sale or issuance of the Shares, or the consummation of
any other transaction contemplated hereby, have been obtained (other than
post-sale filings pursuant to applicable state and federal securities law).


 


g.                                      Accuracy of Reports.  The SEC Filings required to be
filed by the Company within the year prior to the date of this Agreement under
the Securities Exchange Act of 1934 have been duly filed, were in substantial
compliance with the requirements of their respective forms, were complete and
correct in all material respects as of the dates at which the information was
furnished, and contained (as of such dates) no untrue statement of a material
fact or omitted to state a material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.


 


h.                                      Disclosure.  No
representation or warranty of the Company contained in this Agreement contains
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements contained herein or therein, in light
of the circumstances under which they were made, not misleading.


 


i.                                          Financial Statements and Commission Filings; Undisclosed Liabilities.


 


(1)                                  Included
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003
(the “2003 10-K”) are true and complete copies of the audited consolidated
balance sheets (the “Balance Sheets”) of the Company as of December 31, 2002
and


 


6





















 


2003, and the related audited statements of income, changes in
stockholders’ equity and cash flows for the years ended December 31, 2001, 2002
and 2003 (the “Financial Statements”), accompanied by the reports of the
Company’s auditors.  The Financial
Statements have been prepared in accordance with United States generally
accepted accounting principles (“GAAP”), applied consistently with the past
practices of the Company (except as may be indicated in the notes thereto), and
as of their respective dates, fairly present, in all material respects, the consolidated
financial position of the Company and the results of its operations as of the
time and for the periods indicated therein. 
The Company keeps proper accounting records in which all material assets
and liabilities and all material transactions of the Company are recorded in
conformity with GAAP.


 


(2)                                  As
of their respective filing dates, the financial statements of the Company
included in the SEC Filings required to be filed by the Company within the year
prior to the date of this Agreement complied as to form in all material
respects with then applicable accounting requirements and with the published
rules and regulations of the SEC with respect thereto, were prepared in
accordance with GAAP, applied consistently with the past practices of the Company,
and as of their respective dates, fairly presented in all material respects the
financial position of the Company and the results of its operations as of the
time and for the periods indicated therein (except as may be indicated in the
notes thereto or, in the case of the unaudited statements, as permitted by Form
10-Q, and Regulations S-K and S-X of the SEC).


 


(3)                                  Since
December 31, 2003, neither the Company nor any of the Company’s Subsidiaries
has incurred any liabilities or obligations of any nature, whether or not
accrued, absolute, contingent or otherwise, other than liabilities (i)
disclosed in the SEC Filings filed prior to the date of this Agreement, (ii)
adequately provided for in the Balance Sheets or disclosed in any related notes
thereto, (iii) not required under GAAP to be reflected in the Balance Sheets,
or disclosed in any related notes thereto, (iv) incurred in connection with
this Agreement, or (v) incurred in the ordinary course of business.


 


j.                                          Litigation.  Except as
set forth in the Company’s SEC Filings, there are no claims, actions, suits,
investigations or proceedings pending or, to the Company’s knowledge,
threatened proceedings against the Company or its assets, at law or in equity,
by or before any governmental authority, or by or on behalf of any third party.


 


k.                                       Investment Company. 
The Company is not, and following the Closing of the transactions
contemplated hereunder will not be, an “investment company” within the meaning
of that term under the Investment Company Act of 1940, as amended, and the
rules and regulations of the SEC.


 


l.                                          Listing and Maintenance Requirements Compliance.  The Company has not received notice (written
or oral) from any stock exchange or market on which the Common Stock is listed
to the effect that the Company is not in compliance with the continuing listing
or maintenance requirements of the exchange or market.


 


7





















 


m.                                    Compliance.  The Company is in compliance
in all material respects with all applicable laws (including the Sarbanes-Oxley
At of 2002 and the rules promulgated thereunder) and all orders of, and
agreements with, any governmental authority applicable to the Company or any of
its assets.  The Company has all permits,
certificates, licenses, approvals and other authorizations required under
applicable laws or necessary in connection with the conduct of its businesses,
except where the failure to have such permits, certificates, licenses,
approvals and other authorizations would not have a material adverse effect on
the Company.


 


n.                                      No Integrated Offering.  The Company has not, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any
security, under circumstances that would require registration of any of the
Securities under the Securities Act of 1933 or cause this offering of
Securities to be integrated with prior offerings of securities by the Company
for purposes of the Securities Act of 1933 or any applicable stockholder
approval provisions, including, without limitation, under the rules and
regulations of Nasdaq; nor will the Company take any action or steps that would
require registration of the Securities under the Securities Act of 1933 or
cause the offering of the Securities to be integrated with other offerings in a
manner that would require such registration.


 


o.                                      Material Non-Public Information.  The Company has not disclosed to the
Subscriber any material non-public information that (i) if disclosed, would
reasonably be expected to have a material effect on the price of the Company’s
common stock or (ii) according to applicable law, rule or regulation, should
have been disclosed publicly by the Company prior to the date hereof, but which
has not been so disclosed.


 


p.                                      Valid Private Placement. 
Subject to the accuracy as to factual matters of each Subscriber’s
representations in Section 5 of each Purchase Agreement, the Securities may be
issued to the Subscribers pursuant to the transaction documents without
registration under the Securities Act of 1933 or the securities laws of any
state.


 


7.                                       Assignment.  This Agreement is not transferable or
assignable by the Subscriber.


 


8.                                       Expenses.  The Company and the
Subscriber shall bear their own expenses with respect to this Agreement and the
transactions contemplated hereby.


 


9.                                       Correct
Information.  All information which
the Subscriber has provided concerning the Subscriber or its financial position
and the Subscriber’s knowledge of financial and business matters is correct and
complete as of the date hereof, and if there should be any material change in
such information prior to the Company’s acceptance of the subscription, the
Subscriber will immediately provide the Company with such information.


 


10.                                 Miscellaneous.  This Agreement shall be construed in accordance
with and governed by the laws of the State of Delaware.  This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof
and may be amended only by a writing executed by all parties.


 


8





















 


11.                                 Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


 


12.                                 Legal
Opinion.  The Company agrees to
deliver to the Subscribers at Closing an opinion from its legal counsel in
substantially the form attached hereto as Exhibit A.


 


13.                                 Removal
of Restrictive Legend.  If the
Company shall fail for any reason (other than by reason of a failure, breach or
omission on the part of the Subscriber) to remove the restrictive legend on the
terms set forth in Section 5.m. of this Agreement within 5 trading days of a
proper request to do so made by the Subscriber, then the Company shall, in
addition to any other remedies available to the Subscriber, pay as additional
damages in cash to such Subscriber on each day such legend is not removed an
amount equal to 2.0% multiplied by the product of (a) the sum of the number of
shares for which the legend has not been removed and (b) the excess of the
Closing Sale Price (as defined in the Warrant) of the common stock (as of the
fifth trading day following the date on which the request for legend removal is
received by the Company) over the per share Purchase Price for the Shares.


 


14.                                 Form
8-K Filing.  On or before the second
business day following the Closing, the Company shall file a Current Report or
Form 8-K with the SEC describing the material terms of the transactions
contemplated by this Agreement.  Upon the
filing of this required report, to the knowledge of the Company, no Subscriber
shall be in possession of material nonpublic information received from the
Company or any of its officers, employees or agents that is not disclosed in
the Form 8-K.


 


9





















 


SUBSCRIPTION
AGREEMENT SIGNATURE PAGE


 


IN WITNESS WHEREOF, the Subscriber has executed this
Subscription Agreement effective on this the         
day of March 2005.


 


	
  $

  	
  =

  	
  total payment by
  Subscriber

  
	
   

  	
   

  	
   

  
	
   

  	
  =

  	
  Number of Shares of
  common stock purchased

  
	
   

  	
   

  	
   

  
	
  $

  	
  1.63

  	
  =

  	
  per share purchase
  price

  
	
   

  	
   

  	
   

  
	
   

  	
  =

  	
  Number of Warrants to
  be issued to Subscriber

  
				



 


 


	
   

  	
   

  	
   

  	
   

  
	
  Signature of Subscriber

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  
	
  Printed or typed name
  of Subscriber (in

  	
   

  
	
  exactly the form in
  which securities are to

  	
   

  
	
  be registered and
  issued)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Printed or Typed Name
  and Title of person

  	
   

  
	
  signing

  	
   

  



 


 


For Company Use Only:


 


ACCEPTED effective on the       
day of March 2005 on behalf of VCampus Corporation for               
Shares of common stock.


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


10