Exhibit 10.104


 


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: December 8, 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 (the “Expiration Date”), a total of [75% of the number of shares of Common Stock issuable
upon conversion, at closing, of the Company’s Series A-1 Preferred Stock
purchased by the Warrantholder] shares (“Warrant Shares”) of Common
Stock, $0.01 par value per share (“Common Stock”), of the Company, at an
exercise price per share equal to the then applicable conversion price of the
Company’s Series A-1 Preferred Stock; provided, however, that if the
conversion price of the Company’s Series A-1 Preferred Stock resets on March 31,
2006, then the number of Warrant Shares thereafter issuable to Warrantholder
hereunder shall be increased to equal 75% of the number of shares of Common
Stock issuable upon conversion of the Warrantholder’s Series A-1 Preferred
Stock at the reset conversion price. 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 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


 


2





















 


Number”
of shares of Common Stock determined according to the following formula (a “Cashless
Exercise”):


 


	
  Net Number = 

  	
  (A x B) - (A x
  C)

  	
   

  	
   

  
	
   

  	
  B

  	
   

  	
   

  



 


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.


 


3





















 


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 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,


 


4





















 


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 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 pursuant
to this Section 9 (but not for any other reason), 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:


 


5





















 


VCampus Corporation


1850 Centennial Park Drive


Suite 200


Reston, VA 
20191


Attention:  CFO


 


With a copy to:


 


Maupin Taylor, P.A.


3200 Beechleaf Court, Suite 500


Raleigh, North Carolina 27604


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. 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.


 


6





















 


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


 


(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.


 


Section 19.  4.99% Limitation.  Notwithstanding anything to the contrary
contained herein, the number of shares of Common Stock that may be acquired by
the holder upon exercise pursuant to the terms hereof shall not exceed a number
that, when added to the total number of shares of Common Stock deemed
beneficially owned by such holder at such time (other than by virtue of the
ownership of securities or rights to acquire securities (including the
Conversion Stock and Warrant Shares) that have limitations on the holder’s
right to convert, exercise or purchase similar to the limitation set forth
herein), together with all shares of Common Stock deemed beneficially owned
(other than by virtue of the ownership of securities or rights to acquire
securities that have limitations on the right to convert, exercise or purchase
similar to the limitation set forth herein) by the Warrantholder’s “affiliates”
at such time (as defined in Rule 144 of the Act) (“Aggregation Parties”)
that would be aggregated for purposes of determining whether a group under Section 13(d) of
the Securities Exchange Act of 1934, as amended, exists, would exceed 4.99% of
the total issued and outstanding shares of the Common Stock (the “Restricted
Ownership Percentage”), unless, at the time such additional shares of Common
Stock may be acquired by the Holder upon any exercise pursuant to the terms
hereof,


 


7





















 


Holder has already
exceeded the Restricted Ownership Percentage. 
Each holder shall have the right (x) at any time and from time to
time to reduce its Restricted Ownership Percentage upon 75 days’ notice to the
Company and (y) (subject to waiver) at any time and from time to time, to
increase its Restricted Ownership Percentage immediately in the event of the
announcement as pending or planned, of a Liquidation Event (as defined in the
Certificate of Incorporation, as amended).


 


[signature page follows]


 


8





















 


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

  	
   

  	
   

  
							



 


9





















 


VCAMPUS CORPORATION

WARRANT EXERCISE FORM


 


VCampus Corporation


1850
Centennial Park Drive


Suite 200


Reston, VA 
20191


Fax:  (703) 654-7319


Attention:  CFO


 


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