Exhibit 10.105


 


REGISTRATION
RIGHTS AGREEMENT


 


Registration Rights Agreement, dated effective as of December 8,
2005, by and between VCampus Corporation, a Delaware corporation (the “Company”),
and each of the purchasers set forth on Schedule A attached hereto (each
individually, a “Purchaser” and collectively, the “Purchasers”).


 


W  I  T  N  E
S  S  E  T  H :


 


WHEREAS, Company and each Purchaser have entered into
a Subscription  Agreement dated on or
about the date hereof (the “Purchase Agreement”), pursuant to which the Company
has agreed to issue and sell to the Purchasers, and the Purchasers have agreed
to purchase from the Company shares of Series A-1 Preferred Stock of the
Company (the “Shares”) and Warrants exercisable for common stock of the Company
(the “Warrants”); and


 


WHEREAS, in order to induce the Purchasers to enter
into the Purchase Agreement and to purchase the Shares and Warrants, the
Company has agreed to provide registration rights with respect thereto;


 


NOW, THEREFORE, in consideration of the premises and
the covenants hereinafter contained, it is agreed as follows:


 


1.                                       Definitions.  Unless otherwise defined herein,
terms used herein shall have the meaning ascribed to them in the Purchase
Agreement, and the following shall have the following respective meanings (such
meanings being equally applicable to both the singular and plural form of the
terms defined):


 


“Agreement” shall mean this Registration Rights
Agreement, including all amendments, modifications and supplements and any
exhibits or schedules to any of the foregoing, and shall refer to the Agreement
as the same may be in effect at the time such reference becomes operative.


 


“Warrant Shares” shall mean shares of common stock
issued upon exercise of the Warrants.


 


“Holder” shall mean (i) each Purchaser, and (ii) any
other Person holding Registrable Securities to whom the registration rights
conferred by this Agreement have been transferred in compliance with this
Agreement.


 


“Majority Holders” shall mean the Holders of a
majority of the Registrable Securities.


 





















 


“NASD” shall mean the National Association of
Securities Dealers, Inc., or any successor corporation thereto.


 


“Piggy-back Registration” shall have the meaning
ascribed to it in Section 3.


 


“Registrable Securities” shall mean the shares of
common stock issuable pursuant to the Purchase Agreement, including the Warrant
Shares, the shares of common stock issuable upon conversion of the Series A-1
Preferred Stock and shares of common stock which the Purchasers hereafter
obtains the right to acquire pursuant to any dividend, distribution, stock
split or similar transaction or rights to the extent that all of the holders of
the common stock received shares of common stock; provided, however, that the
aforementioned shares shall only be treated as Registrable Securities if and
for so long as they have not been sold to or through a broker or underwriter in
a public distribution, or only until the date on which all of the Registrable
Securities can be disposed of in any three month period pursuant to Rule 144
(or any similar or analogous rule under the Securities Act of 1933).


 


“Registration Statement” shall mean a registration
statement filed by the Company with the U.S. Securities and Exchange Commission
for a public offering and sale of securities of the Company (other than a
Registration Statement on Form S-4 or S-8 or any successor form for
securities to be offered in a transaction of the type referred to in Rule 145
under the Securities Act or to employees of Company pursuant to any employee
benefit plan, respectively).


 


“Warrants” shall mean the warrants to purchase shares
of the Company’s common stock issued to the Purchasers on the date hereof.


 


2.                                       Mandatory Registration / Penalties for Delayed
Effectiveness.  Within 90 days from the date hereof, the
Company shall file a Registration Statement covering the resale of the
Registrable Securities (such number of Registrable Securities to be based on
the Conversion price after giving effect to the Price Reset) and shall
thereafter use its best efforts to effect the registration under the Securities
Act of the Registrable Securities for sale within 90 days after such filing,
all to the extent required to permit the disposition of the Registrable
Securities so registered for a period of up to two years.  In addition, if the number of Registrable
Securities increases as a result of an adjustment to the Conversion Price, then
the Company shall be required to file an additional Registration Statement
covering such additional shares (the “Additional Registrable Securities”)
within 15 days of such increase and shall thereafter use its best efforts to
effect the registration within 90 days after such filing.  If (A) the Registration Statement
covering Registrable Securities is not filed within 90 days following the
Closing Date (the “Filing Date”) or is not declared effective by the SEC within
180 days following the Closing Date, or within 90 days of filing in the case of
Additional Registrable Securities (the “Registration Date”), or (B) except
as may be provided in Section 7(a) below for an allowed Suspension
Period, after a Registration Statement has been declared effective by the SEC,
sales cannot be made pursuant to such Registration Statement for any reason
(including without limitation by reason of a stop order, or the Company’s
failure to update the Registration Statement) but


 





















 


except as excused pursuant to 7(a) below,
then the Company will pay to the Purchaser, as liquidated damages and not as a
penalty, cash in the amount of one percent (1%) of the purchase price paid by
the Purchaser for the Shares for each 30 day calendar period during which any
of the events described in (A) or (B) above occurs and is continuing
(the “Blackout Period”).  Each such
issuance shall be made within five (5) days of the end of each month of
the Blackout Period until the termination of the Blackout Period.  The Blackout Period shall terminate upon the
effectiveness of the applicable Registration Statement in the case of (A) and
(B) above.


 


3.                                       Piggy-back Registration.  If the
Company at any time proposes to file a registration statement under the
Securities Act on any form (other than a Registration Statement on Form S-4
or S-8 or any successor form for securities to be offered in a transaction of
the type referred to in Rule 145 under the Securities Act or to employees
of Company pursuant to any employee benefit plan, respectively) for the general
registration of securities (a “Piggy-back Registration Statement”), it will
give written notice to all Holders at least 15 days before the initial filing
with the SEC of such Piggy-back Registration Statement, which notice shall set
forth the intended method of disposition of the securities proposed to be
registered by Company.  The notice shall
offer to include in such filing the aggregate number of shares of Registrable
Securities as such Holders may request.


 


Each Holder desiring to have Registrable Securities
registered under this Section 3 shall advise Company in writing within 5
Business Days after the date of receipt of such offer from Company, setting
forth the amount of such Registrable Securities for which registration is
requested.  Company shall thereupon
include in such filing the number of shares of Registrable Securities for which
registration is so requested, subject to the next sentence, and shall use its
best efforts to effect registration under the Securities Act of such
shares.  In connection with any
registration subject to this Section 3, which is to be effected in a firm
commitment underwriting, Company will not be required to include Registrable
Securities in such underwriting unless the Holder of such Registrable
Securities accepts the terms and conditions of the underwriting agreement which
is agreed upon between Company and the managing underwriter selected by
Company, so long as such underwriting agreement conforms to industry standards
and practices and the obligations and liabilities imposed on the Holders under
such agreement are customary for the stockholders selling securities in an
underwritten offering.  If the managing
underwriter of a proposed public offering shall advise Company in writing that,
in its opinion, the distribution of the Registrable Securities requested to be
included in the registration concurrently with the securities being registered
by Company would materially and adversely affect the distribution of such
securities by Company, then all selling security holders with piggy-back
registration rights shall reduce the amount of securities each intended to
distribute through such offering on a pro rata basis.  Except as otherwise provided in Section 5,
all expenses of such registration shall be borne by Company. The Company shall
have the right to terminate or withdraw any Registration Statement initiated
under this Section 3 prior to


 





















 


the effectiveness of such Registration Statement
whether or not the Holders have elected to include Registrable Securities in
such Registration Statement.


 


4.                                       Registration Procedures. If the Company is required by the provisions of Section 2
or 3 to use its best efforts to effect the registration of any of its
securities under the Securities Act, Company will, as expeditiously as
possible:


 


(a)                                  prepare
and file with the SEC a Registration Statement with respect to such securities
and use its best efforts to cause such Registration Statement to become and
remain effective for a period of time required for the disposition of such
securities by the holders thereof, but not to exceed two years (or, with
respect to any underwritten offering, such shorter period as the underwriters
need to complete the distribution of the registered offering or, with respect
to a shelf Registration Statement on a form under the Securities Act relating
to the offer and sale of Registrable Securities from time to time in accordance
with Rule 415, such longer period as may be required to dispose of the
Registrable Securities covered by such Registration Statement);


 


(b)                                 prepare
and file with the SEC such amendments and supplements to such Registration
Statement and the prospectus used in connection therewith as may be necessary
to keep such Registration Statement effective and to comply with the provisions
of the Securities Act with respect to the sale or other disposition of all
securities covered by such Registration Statement until the earlier of such
time as all of such securities have been disposed of in a public offering or
the expiration of two years;


 


(c)                                  furnish,
to such selling security holders such number of copies of a summary prospectus
or other prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents, as such selling
security holders may reasonably request;


 


(d)                                 use
its best efforts to register or qualify the securities covered by such
Registration Statement under such other securities or blue sky laws of such
jurisdictions within the United States and Puerto Rico as each holder of such
securities shall request (provided, however, that Company shall
not be obligated to qualify as a foreign corporation to do business under the
laws of any jurisdiction in which it is not then qualified or to file any
general consent to service or process), and do such other reasonable acts and
things as may be required of it to enable such holder to consummate the disposition
in such jurisdiction of the securities covered by such Registration Statement;


 


(e)                                  enter
into customary agreements (including an underwriting agreement in customary
form) and take such other actions as are reasonably required in order to
expedite or facilitate the disposition of such Registrable Securities;


 


(f)                                    otherwise
use its best efforts to comply with all applicable rules and regulations
of the SEC, and make available to its security holders, as soon as reasonably
practicable, but not later than 18 months after the effective date of the
Registration


 





















 


Statement, an earnings statement covering the period of at least 12
months beginning with the first full month after the effective date of such
Registration Statement, which earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act;


 


(g)                                 give
written notice to Holders:


 


(i)                                     when
such Registration Statement or any amendment thereto has been filed with the
SEC and when such Registration Statement or any post-effective amendment
thereto has become effective;


 


(ii)                                  of
any request by the SEC for amendments or supplements to such Registration
Statement or the prospectus included therein or for additional information;


 


(iii)                               of the issuance by the
SEC of any stop order suspending the effectiveness of such Registration
Statement or the initiation of any proceedings for that purpose;


 


(iv)                              of
the receipt by Company or its legal counsel of any notification with respect to
the suspension of the qualification of the common stock for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose; and


 


(v)                                 of
the happening of any event that requires Company to make changes in such
Registration Statement or the prospectus in order to make the statements therein
not misleading (which notice shall be accompanied by an instruction to suspend
the use of the prospectus until the requisite changes have been made);


 


(h)                                 use
its best efforts to prevent the issuance or obtain the withdrawal of any order
suspending the effectiveness of such Registration Statement at the earliest
possible time;


 


(i)                                     furnish
to each Holder, without charge, at least one copy of such Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if the Holder so requests in writing, all
exhibits (including those, if any, incorporated by reference);


 


(j)                                     subject
to continued effectiveness of the Registration Statement or availability of an
exemption from registration, to cooperate with the Holders to facilitate the
timely preparation and delivery of certificates representing the Registrable
Securities to be sold free of any restrictive legends and in such denominations
and registered in such names as the Holders may reasonably request; and


 


(k)                                  upon
the occurrence of any event contemplated by Section 4(g)(v) above,
promptly prepare a post-effective amendment to such Registration Statement or a


 





















 


supplement to the related prospectus or file any other required
document so that, as thereafter delivered to Holders, the prospectus will not
contain an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. 
If the Company notifies the Holders in accordance with Section 4(g)(v) above
to suspend the use of the prospectus until the requisite changes to the
prospectus have been made, then the Holders shall suspend use of such
prospectus, and the period of effectiveness of such Registration Statement
provided for above shall each be extended by the number of days from and
including the date of the giving of such notice to Holders shall have received
such amended or supplemented prospectus pursuant to this Section 4(k).


 


It shall be a condition precedent to the obligation of
Company to take any action pursuant to this Agreement in respect of the
securities which are to be registered at the request of any Holder that such
Holder shall furnish to Company such information regarding the securities held
by such Holder and the intended method of disposition thereof as Company shall
reasonably request and as shall be required in connection with the action taken
by Company.


 


5.                                       Expenses.  All expenses incurred in
complying with this Agreement, including, without limitation, all registration
and filing fees (including all expenses incident to filing with the NASD),
printing expenses, fees and disbursements of counsel for Company, expenses of
any special audits incident to or required by any such registration and
expenses of complying with the securities or blue sky laws of any jurisdiction
pursuant to Section 4(d), shall be paid by Company, except that:


 


(a)                                  all
such expenses in connection with any amendment or supplement to a Registration
Statement or prospectus required to be filed pursuant to Section 3 which
is filed more than one year after the effective date of such Registration
Statement because any Holder has not effected the disposition of the securities
requested to be registered shall be paid by such Holder; and


 


(b)                                 Company
shall not be liable for any fees, discounts or commissions to any underwriter
or any fees or disbursements of counsel for any underwriter in respect of the
securities sold by such Holder.


 


6.                                       Indemnification and Contribution.


 


(a)                                  In
the event of any registration of any Registrable Securities under the
Securities Act pursuant to this Agreement, Company shall indemnify and hold
harmless the holder of such Registrable Securities, such holder’s directors and
officers, and each other person (including each underwriter) who participated
in the offering of such Registrable Securities and each other person, if any,
who controls such holder or such participating person within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which such holder or any such


 





















 


director or officer or
participating person or controlling person may become subject under the
Securities Act or any other statute or at common law, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon (i) any alleged untrue statement of any material fact
contained, on the effective date thereof, in any Registration Statement under
which such securities were registered under the Securities Act, any preliminary
prospectus or final prospectus contained therein, or any amendment or
supplement thereto, or (ii) any alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse such holder or such director,
officer or participating person or controlling person for any legal or any
other expenses reasonably incurred by such holder or such director, officer or
participating person or controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that Company shall not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any actual or
alleged untrue statement or actual or alleged omission made in such
Registration Statement, preliminary prospectus, prospectus or amendment or
supplement in reliance upon and in conformity with written information
furnished to Company by such holder specifically for use therein or (in the
case of any underwritten offering) so furnished for such purposes by any
underwriter.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf
of such holder or such director, officer or participating person or controlling
person, and shall survive the transfer of such securities by such holder.


 


(b)                                 Each
Holder, by acceptance hereof, agrees to indemnify and hold harmless Company,
its directors and officers and each other person, if any, who controls Company
within the meaning of the Securities Act against any losses, claims, damages or
liabilities, joint or several, to which Company or any such director or officer
or any such person may become subject under the Securities Act or any other
statute or at common law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
information in writing provided to Company by such Holder specifically for use
in the following documents and contained, on the effective date thereof, in any
Registration Statement under which securities were registered under the
Securities Act at the request of such holder, any preliminary prospectus or
final prospectus contained therein, or any amendment or supplement
thereto.  Notwithstanding the provisions
of this paragraph (b) or paragraph (c) below, no Holder shall be
required to indemnify any person pursuant to this Section 6 or to contribute
pursuant to paragraph (c) below in an amount in excess of the amount of
the aggregate net proceeds received by such Holder in connection with any such
registration under the Securities Act.


 





















 


(c)                                  If
the indemnification provided for in this Section 6 from the indemnifying
party is unavailable to an indemnified party hereunder in respect of any
losses, claims, damages, liabilities or expenses referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall contribute
to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations.  The relative
fault of such indemnifying party and indemnified parties shall be determined by
reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, has been made by, or relates to information
supplied by, such indemnifying party or indemnified parties, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such action.  The amount paid or
payable by a party as a result of the losses, claims, damages, liabilities and
expenses referred to above shall be deemed to include any legal or other fees
or expenses reasonably incurred by such party in connection with any
investigation or proceeding.


 


The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(c) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the
immediately preceding paragraph.  No
Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.


 


7.                                       Certain Limitations on Registration Rights. 
Notwithstanding the other provisions of this Agreement:


 


(a)                                  Company
shall have the right to delay the filing or effectiveness of, or by written
notice require the Holders to cease sales of Registrable Securities pursuant
to, a Registration Statement required pursuant to this Agreement during one or
more periods aggregating not more than 30 days in any twelve-month period (such
period or periods, the “Suspension Period”) in the event that (i) Company
would, in accordance with the advice of its counsel, be required to disclose in
the prospectus information not otherwise then required by law to be publicly
disclosed, (ii) in the judgment of Company’s Board of Directors, there is
a reasonable likelihood that such disclosure, or any other action to be taken
in


 





















 


connection with the
prospectus, would materially and adversely affect any existing or prospective
material business situation, transaction or negotiation or otherwise materially
and adversely affect Company, or (iii) the Registration Statement can no
longer be used under the Securities Act; provided that the period of
effectiveness of the Registration Statement shall be extended by the length of
any such Suspension Period;


 


(b)                                 If
Company suspends the Registration Statement or requires the Holders to cease
sales of the common stock pursuant to paragraph (a) above, Company shall,
as promptly as practicable following the termination of the circumstances which
entitled Company to do so, take such action as may be necessary to reinstate
the effectiveness of the Registration Statement and/or give written notice to
all Holders authorizing them to resume sales pursuant to the Registration
Statement.  If, as a result thereof, the
prospectus included in the Registration Statement has been amended to comply with
the requirements of the Securities Act, Company shall enclose such revised
prospectus with a notice to Holders given pursuant to this paragraph (b), and
the Shareholders shall make no offers or sales of shares pursuant to such
Registration Statement other than by means of such revised prospectus.


 


8.                                       Miscellaneous.


 


(a)                                  Amendments
and Waivers.  Except as otherwise
provided herein, the provisions of this Agreement may not be amended, modified
or supplemented, and waivers or consents to departure from the provisions
hereof may not be given without the written consent of the Majority Holders and
the Company.


 


(b)                                 Notice
Generally.  Any notice, demand,
request, consent, approval, declaration, delivery or other communication
hereunder to be made pursuant to the provisions of this Agreement shall be
sufficiently given or made if in writing and either delivered in person with
receipt acknowledged or sent by registered or certified mail, return receipt
requested, postage prepaid, or by telecopy and confirmed by telecopy
answerback, addressed as follows:


 


(i)                                     If
to any Holder, at its last known address appearing on the books of Company
maintained for such purpose.


 





















 


(ii)                                  If
to Company, at


 


VCampus
Corporation


Suite 200


1850
Centennial Park Drive


Reston,
VA 20191


Attention:  Chief Financial Officer


Telecopy
Number:  (703) 654-7311


 


with a
copy to


 


Maupin Taylor, P.A


3200 Beechleaf Court


Suite 500


Raleigh, NC 
27604


Attn:  Kevin A.
Prakke, Esq.


 


or at such other address
as may be substituted by notice given as herein provided.  The giving of any notice required hereunder
may be waived in writing by the party entitled to receive such notice.  Every notice, demand, request, consent,
approval, declaration, delivery or other communication hereunder shall be
deemed to have been duly given or served on the date on which personally
delivered, with receipt acknowledged, telecopied and confirmed by telecopy
answerback or three Business Days after the same shall have been deposited in
the United States mail.


 


(c)                                  Successors
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties hereto including any person to whom Registrable Securities are
transferred.


 


(d)                                 Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(e)                                  Governing
Law; Jurisdiction.  This Agreement
shall be governed by, construed and enforced in accordance with the laws of the
State of Delaware without giving effect to the conflict of laws provisions thereof.


 


(f)                                    Severability.  Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.


 


(g)                                 Entire
Agreement.  This Agreement, together
with the Purchase Agreement, the Series A-1 Certificate of Designations
and Warrants, represents the complete agreement and understanding of the
parties hereto in respect of the subject matter contained herein and
therein.  This Agreement supersedes all
prior agreements and understandings between the parties with respect to the
subject matter hereof.


 





















 


IN WITNESS WHEREOF, the parties hereto have executed
this Registration Rights Agreement as of the date first above written.


 


	
  COMPANY:

  	
   

  	
  VCAMPUS
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Christopher Nelson

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
  PURCHASERS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 





















 


SCHEDULE A


 


Schedule of
Purchasers