Exhibit
10.102


 


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


 


 


No. W-                              


Issuance Date: March 30, 2005


 


VCAMPUS CORPORATION


 


PURCHASE WARRANT


 


WARRANT TO PURCHASE
SHARES OF COMMON STOCK


 


This is to certify that, FOR
VALUE RECEIVED, [Name of Purchaser] (“Warrantholder”), is entitled to purchase,
subject to the provisions of this Warrant, from VCampus Corporation, a
corporation organized under the laws of Delaware (“Company”), at any time and
from time to time commencing six months from the Issuance Date (“Exercise Date”),
but not later than 5:00 P.M., Eastern time, on the fifth (5th)
anniversary of the Issuance Date (“Expiration Date”), a total of [                ]
shares (“Warrant Shares”) of Common Stock, $0.01 par value per share (“Common
Stock”) of the Company, at an exercise price per share of $1.63.  The exercise price in effect from time to
time is hereafter called the “Warrant Price”. 
The number of Warrant Shares purchasable upon exercise of this Warrant
and the Warrant Price shall be subject to adjustment from time to time as
described herein.


 


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


 


Section 1.       Registration.  The Company shall maintain books for the
transfer and registration of the Warrant. 
Upon the initial issuance of the Warrant, the Company shall issue and
register the Warrant in the name of the Warrantholder.


 


Section 2.       Transfers.  As provided herein, this Warrant may be
transferred only pursuant to a registration statement filed under the
Securities Act of 1933, as amended (“Securities Act”) or an exemption from
registration thereunder.  Subject to such
restrictions, the Company shall transfer this Warrant from time to time, upon
the books to be maintained by the Company for that purpose, upon surrender
hereof for transfer properly endorsed or accompanied by appropriate
instructions for transfer upon any such transfer, and a new Warrant shall be
issued to the transferee and the surrendered Warrant shall be canceled by the
Company.


 





















 


Section 3.       Exercise of Warrant.


 


(a)           Subject to the provisions hereof, the
Warrantholder may exercise this Warrant in whole or in part at any time and
from time to time on and after the Exercise Date and ending on the Expiration
Date, upon surrender of the original of this Warrant, together with delivery of
the duly executed Warrant exercise form attached hereto (the “Exercise
Agreement”) (which may be by fax), to the Company during normal business hours
on any business day at the Company’s principal executive offices (or such other
office or agency of the Company as it may designate by notice to the holder
hereof), and upon payment to the Company in cash, by certified or official bank
check or by wire transfer for the account of the Company of the Warrant Price
for the Warrant Shares specified in the Exercise Agreement.  The Warrant Shares so purchased shall be
deemed to be issued to the holder hereof or such holder’s designee, as the
record owner of such shares, as of the close of business on the date on which
the completed Exercise Agreement and original of this Warrant shall have been
delivered to the Company (or such later date as may be specified in the
Exercise Agreement).  Certificates for
the Warrant Shares so purchased, representing the aggregate number of shares
specified in the Exercise Agreement, shall be delivered to the holder hereof
within a reasonable time, not exceeding five (5) Trading Days (as defined in
the Notes), after this Warrant shall have been so exercised.  The certificates so delivered shall be in
such denominations as may be requested by the holder hereof and shall be
registered in the name of such holder or such other name as shall be designated
by such holder.  If this Warrant shall
have been exercised only in part, then, unless this Warrant has expired, the
Company shall (subject to Section 3(b) below), at its expense, at the time of
delivery of such certificates, deliver to the holder a new Warrant representing
the number of shares with respect to which this Warrant shall not then have
been exercised.  In lieu of delivering
physical certificates representing the shares of Common Stock issuable upon
exercise of this Warrant, provided the Company’s transfer agent is
participating in the Depository Trust Company (“DTC”)
Fast Automated Securities Transfer (“FAST”) program
and such certificates can be issued without restrictive legends in accordance
with applicable securities laws, upon request of the Warrantholder, the Company
shall use commercially reasonable efforts to cause its transfer agent to
electronically transmit such shares issuable upon exercise to the Warrantholder
(or its designee), by crediting the account of the Warrantholder’s (or such
designee’s) prime broker with DTC through its Deposit Withdrawal Agent
Commission system (provided that the same time periods herein as for stock
certificates shall apply).


 


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


 


	
   

  	
  Net Number =

  	
  (A x B) - (A x
  C)

  	
   

  
	
   

  	
   

  	
  B

  	
   

  



 


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For purposes of the foregoing formula:


 


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


 


B= the average of the Closing
Sale Price of the Common Stock over the five Trading Days immediately preceding
the date of the Exercise Notice.


 


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


 


Section 4.       Compliance with the Securities Act of
1933.  Neither this Warrant nor the
Common Stock issued upon exercise hereof nor any other security issued or
issuable upon exercise of this Warrant may be offered or sold except as
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 to whom such
offer of sale is made to comply with the provisions of this Section 4 with
respect to any resale or other disposition of such security.  The Company may cause the legend set forth on
the first page of this Warrant to be set forth on each Warrant or similar
legend on any security issued or issuable upon exercise of this Warrant until
the Warrant Shares have been registered for resale 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 that such legend is unnecessary.


 


Section 5.       Payment of Taxes.  The Company will pay any documentary stamp
taxes attributable to the initial issuance of Warrant Shares issuable upon the
exercise of the Warrant; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any
transfer involved in the issuance or delivery of any certificates for Warrant
Shares in a name other than that of the registered holder of this Warrant in respect
of which such shares are issued.  The
holder shall be responsible for income taxes due under federal or state law, if
any such tax is due.


 


Section 6.       Mutilated or Missing Warrants.  In case this Warrant shall be mutilated,
lost, stolen, or destroyed, the Company shall issue in exchange and
substitution of and upon cancellation of the mutilated Warrant, or in lieu of
and substitution for the Warrant lost, stolen or destroyed, a new Warrant of
like tenor and for the purchase of a like number of Warrant Shares, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction of the Warrant, and with respect to a lost, stolen or
destroyed Warrant, reasonable indemnity or bond with respect thereto, if
reasonably requested by the Company.


 


Section 7.       Reservation of Common Stock.  The Company hereby represents and warrants
that there have been reserved, and the Company shall at all applicable times
keep reserved, out of the authorized and unissued Common Stock, a number of
shares sufficient to provide for the exercise of the rights of purchase
represented by the Warrant in full.  The
Company agrees that all Warrant Shares issued upon exercise of the Warrant in
accordance with its terms shall be, at the time of delivery of the certificates
for such Warrant Shares, duly


 


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authorized, validly issued, fully paid and
non-assessable shares of Common Stock of the Company.


 


Section 8.       Warrant Price.  The Warrant Price, subject to adjustment as
provided 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.


 


Section 9.       Adjustment of Warrant Exercise Price
and Number of Shares.  The Warrant
Price and the number of shares of Common Stock issuable upon exercise of this
Warrant shall be adjusted from time to time as follows:


 


(a)           If the Company or any of its
subsidiaries shall at any time or from time to time while the Warrant is
outstanding, pay a dividend or make a distribution on its capital stock in
shares of Common Stock, subdivide its outstanding shares of Common Stock into a
greater number of shares or combine its outstanding shares into a smaller
number of shares or issue by reclassification of its outstanding shares of
Common Stock any shares of its capital stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), then the number of Warrant Shares
purchasable upon exercise of the Warrant and the Warrant Price in effect
immediately prior to the date upon which such change shall become effective,
shall be adjusted by the Company so that the Warrantholder thereafter
exercising the Warrant shall be entitled to receive the number of shares of
Common Stock or other capital stock which the Warrantholder would have received
if the Warrant had been exercised immediately prior to such event.  Such adjustment shall be made successively
whenever any event listed above shall occur.


 


(b)           If any capital reorganization,
reclassification of the capital stock of the Company, consolidation or merger
of the Company with another corporation, or sale, transfer or other disposition
of all or substantially all of the Company’s assets to another corporation
shall be effected, then, as a condition of such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition,
lawful and adequate provision shall be made whereby each Warrantholder shall
thereafter have the right to purchase and receive upon the basis and upon the
terms and conditions herein specified and in lieu of the Warrant Shares
immediately theretofore issuable upon exercise of the Warrant, such shares of
stock, securities or assets as would have been issuable or payable with respect
to or in exchange for a number of Warrant Shares equal to the number of Warrant
Shares immediately theretofore issuable upon exercise of the Warrant, had such
reorganization, reclassification, consolidation, merger, sale, transfer or
other disposition not taken place, and in any such case appropriate provision
shall be made with respect to the rights and interests of each 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.


 


(c)           In the event that, as a result of an
adjustment made pursuant to Section 9, the holder of this Warrant shall become
entitled to receive any shares of capital stock of the Company other than
shares of Common Stock, the number of such other shares so receivable upon
exercise of this Warrant shall be subject thereafter to adjustment from time to
time in a


 


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manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Warrant
Shares contained in this Warrant.


 


(d)           In the event of any adjustment
pursuant to this Section 9 in the number of Warrant Shares issuable hereunder
upon exercise, the Warrant Price shall be inversely proportionately increased
or decreased, as the case may be, such that the aggregate purchase price for Warrant
Shares upon full exercise of this Warrant shall remain the same.  Similarly, in the event of any adjustment in
the Warrant Price, the number of Warrant Shares issuable hereunder upon
exercise shall be inversely proportionately increased or decreased, as the case
may be, such that the aggregate purchase price for Warrant Shares upon full
exercise of this Warrant shall remain the same.


 


Section 10.     Fractional Interest. The Company
shall not be required to issue fractions of Warrant Shares upon the exercise of
the Warrant.   If any fraction 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 and disregard the
fraction.


 


Section 11.     Benefits.  Nothing in this Warrant shall be construed to
give any person, firm or corporation (other than the Company and the
Warrantholder) any legal or equitable right, remedy or claim, it being agreed
that this Warrant shall be for the sole and exclusive benefit of the Company
and the Warrantholder.


 


Section 12.     Notices to Warrantholder.  Upon the happening of any event requiring an
adjustment of the Warrant Price, the Company shall forthwith give written
notice thereof to the Warrantholder at the address appearing in the records of
the Company, stating the adjusted Warrant Price and the adjusted number of
Warrant Shares resulting from such event and setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is
based.  In the event of a dispute with
respect to any such calculation, the certificate of the Company’s independent
certified public accountants shall be conclusive evidence of the correctness of
any computation made, absent manifest error. 
Failure to give such notice to the Warrantholder or any defect therein
shall not affect the legality or validity of the subject adjustment.  At the Warrantholder’s request, the Company
shall deliver to the Warrantholder as of a requested date a notice specifying
the Warrant Price and the number of Warrant Shares into which this Warrant is
exercisable as of such date.


 


Section 13.     Notices.  Any notice pursuant hereto to be given or
made by the Warrantholder to or on the Company shall be sufficiently given or
made if delivered personally or by facsimile or if sent by an internationally
recognized courier, addressed as follows:


 


VCampus Corporation


1850
Centennial Park Drive


Suite
200


Reston,
VA 20191


Attention:  CEO


 


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With a copy to:


 


Wyrick Robbins
Yates & Ponton LLP


4101 Lake Boone
Trail, Suite 300


Raleigh, North
Carolina 27607


Attn:  Kevin A. Prakke, Esq.


 


or such other address as the Company may specify in
writing by notice to the Warrantholder complying as to delivery with the terms
of this Section 13.


 


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


 


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


 


Section 14.     Registration Rights.  The initial holder of this Warrant is
entitled to the benefit of certain registration rights in respect of the
Warrant Shares as provided in the Registration Rights Agreement.


 


Section 15.     Successors.  All the covenants and provisions hereof by or
for the benefit of the Warrantholder shall bind and inure to the benefit of its
respective successors and assigns hereunder.


 


Section 16.     Governing Law.  This Warrant shall be deemed to be a contract
made under the laws of the State of Delaware, without giving effect to its
conflict of law principles, and for all purposes shall be construed in
accordance with the laws of said State.


 


Section 17.     Assignment, etc.  The Warrantholder may assign or transfer this
Warrant to any transferee only with the prior written consent of the Company,
which may not be unreasonably withheld or delayed, provided that the
Warrantholder may assign or transfer this Warrant in whole to any of such Warrantholder’s
affiliates that is not a competitor or vendor of the Company without the
consent of the Company.  The
Warrantholder shall notify the Company of any such assignment or transfer
promptly.  This Warrant shall be binding
upon the Company and its successors and shall inure to the benefit of the
Warrantholder and its successors and permitted assigns.


 


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


 


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(i)            “Business Day” means any day
other than Saturday, Sunday or other day on which commercial banks in the City
of New York are authorized or required by law to remain closed.


 


(ii)           “Closing Sale Price” means,
for any security as of any date, the last closing sale price for such security
on the Principal Market as reported by Nasdaq, or if the Principal Market
begins to operate on an extended hours basis, and does not designate the
closing trade price, then the last trade price at 4:00 p.m., New York City
Time, as reported by Nasdaq, or if the foregoing do not apply, the last closing
trade price of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Nasdaq (or by Bloomberg if Nasdaq
does not report such prices), or, if no last closing trade price is reported
for such security by Nasdaq, the last closing ask price of such security as
reported by Nasdaq, or, if no last closing ask price is reported for such
security by Nasdaq, the average of the highest bid price and the lowest ask
price of any market makers for such security as reported in the “pink sheets”
by the Pink Sheets LLC.  If the Closing
Sale Price cannot be calculated for such security on such date on any of the
foregoing bases, the Closing Sale Price of such security on such date shall be
the fair market value as determined in good faith by the Company’s Board of
Directors.


 


(iii)          “Issuance Date” means the date
on which this Warrant is issued to the Warrantholder as is set forth on the
first page of the Warrant.


 


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


 


(v)           “Principal Market” means the
principal securities exchange or trading market on which the Common Stock is
traded.


 


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


 


 


[signature
page follows]


 


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IN WITNESS WHEREOF, the Company has caused this
Warrant 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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VCAMPUS CORPORATION

WARRANT EXERCISE FORM


 


VCampus
Corporation


1850 Centennial Park
Drive


Suite
200


Reston,
VA 20191


Fax:  (703) 654-7319


Attention:  CEO


 


This undersigned hereby
irrevocably elects to exercise the right of purchase represented by the within
Warrant (“Warrant”) for, and to purchase thereunder                        
shares of Common Stock (“Warrant Shares”) provided for therein, and requests
that certificates for the Warrant Shares be issued as follows:


 


 


	
   

  	
   

  
	
  Name

  	
   

  
	
   

  	
   

  
	
  Address

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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


 


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


 


 


	
  Dated:

  	
   

  	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  
							



 


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