(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 H 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.
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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:
11
SCHEDULE A
Schedule of Purchasers
12