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 [F, F-1 OR F-2]
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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
9
IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights
Agreement as of the date first above written.
COMPANY:
VCAMPUS CORPORATION
By:
Name:
Daniel J. Neal
Title:
Chief Executive Officer
PURCHASERS:
By:
Name:
Title:
10
SCHEDULE A
Schedule of Purchasers