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