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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement, dated as of January 11, 2000, by and
between VCampus Corporation, a Delaware corporation ("Company"), and Mastech
Corporation, a Pennsylvania corporation, through its Mastech eVentures business
unit ("Purchaser").
W I T N E S S E T H:
WHEREAS, Company and Purchaser have entered into that certain Stock
Purchase Agreement, dated as of January 10, 2000 (the "Purchase Agreement"),
pursuant to which Company has agreed to issue and sell to Purchaser, and
Purchaser has agreed to purchase from Company, through its Mastech eVentures
business unit, shares of Common Stock of the Company and a Warrant exercisable
for Common Stock of the Company; and
WHEREAS, in order to induce Purchaser to enter into the Purchase
Agreement and to purchase, through its Mastech eVentures business unit, the
shares of Common Stock of the Company and the Warrant exercisable for Common
Stock of the Company, 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 Warrant.
"Holder" shall mean (i) the 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.
"Incidental Registration" shall have the meaning ascribed to it in
Section 3.
"Majority Holders" shall mean the Holders of a majority of the
Registrable Securities.
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"NASD" shall mean the National Association of Securities Dealers,
Inc., or any successor corporation thereto.
"Registrable Securities" shall mean the shares of Common Stock issued
pursuant to the Purchase Agreement, the Warrant Shares, shares of Common Stock
hereafter acquired by Purchaser, and shares of Common Stock which Purchaser
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 shares of Common Stock or Warrant 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).
2. Required Registration. Subject to the terms of this Section 2
and Section 5, after receipt of a written request from the holders of
Registrable Securities requesting that Company effect a registration under the
Securities Act covering at least 30% of the Registrable Securities then
outstanding, and specifying the intended method or method of disposition
thereof, Company shall promptly notify all Holders in writing of the receipt of
such request and each such Holder, in lieu of exercising its rights under
Section 3 may elect (by written notice sent to Company within ten (10) Business
Days from the date of such Holder's receipt of the aforementioned Company's
notice) to have Registrable Securities included in such registration thereof
pursuant this Section 2. Thereupon Company shall, as expeditiously as possible,
use its best efforts to effect the registration under the Securities Act of all
shares of Registrable Securities which Company has been so requested to register
by such Holders for sale, all to the extent required to permit the disposition
(in accordance with the intended method or methods thereof, as aforesaid) of the
Registrable Securities so registered; provided, however, that Company shall not
be required to effect more than one (1) registration per year of Registrable
Securities pursuant to this Section 2 and a total of five (5) registrations of
Registrable Securities pursuant to this Section 2 during the term of this
Agreement (excluding a Registration Statement on Form S-3 (or other comparable
or successor short form) registering the offer and sale of Registrable
Securities in one distribution or from time to time in the manner contemplated
by Rule 415 of the Securities Act (a "Shelf Registration Statement")). During
the two-year period following the date of this Agreement, the Company will be
permitted to satisfy its obligations under this Section 2 by filing a Shelf
Registration Statement. Following the second anniversary of the date of this
Agreement or in the event that the Company does not qualify to use Form S-3 for
the
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offer and sale of Registrable Securities during the two year period following
the date of this Agreement, the Holders may require the Company to register
Registrable Securities on any applicable form including Form S-1 (or its
successor form). The Company shall not be required to file a Registration
Statement at a time when a Shelf Registration Statement covering Registrable
Securities is then in effect.
3. Incidental Registration. If Company at any time proposes to
file on its behalf 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 (an
"Incidental Registration Statement"), it will give written notice to all Holders
at least 15 days before the initial filing with the SEC of such Incidental
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 10 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 incidental 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.
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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 120 days (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, in the case of an Incidental Registration Statement filed pursuant to
Section 3, the earlier of such time as all of such securities have been disposed
of in a public offering or the expiration of 120 days, or in the case of a
Registration Statement filed pursuant to Section 2, such time as is set forth in
Section 4(a);
(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) furnish, at the request of any Holder requesting
registration of Registrable Securities, on the date that such shares of
Registrable Securities are delivered to the underwriters for sale pursuant to
such registration or, if such Registrable Securities are not being sold through
underwriters, on the date that the Registration Statement with respect to such
shares of Registrable Securities becomes effective, (1) an opinion, dated such
date, of the independent counsel representing Company for the purposes of such
registration, addressed to the underwriters, if any, and if such Registrable
Securities are
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not being sold through underwriters, then to the Holders making such request, in
customary form and covering matters of the type customarily covered in such
legal opinions; and (2) a comfort letter dated such date, from the independent
certified public accountants of Company, addressed to the underwriters, if any,
and if such Registrable Securities are not being sold through underwriters, then
to the Holder making such request and, if such accountants refuse to deliver
such letter to such Holder, then to Company, in a customary form and covering
matters of the type customarily covered by such comfort letters and as the
underwriters or such Holder shall reasonably request. Such opinion of counsel
shall additionally cover such other legal matters with respect to the
registration in respect of which such opinion is being given as the Holders of a
majority of the Registrable Securities being registered may reasonably request.
Such letter from the independent certified public accountants shall additionally
cover such other financial matters (including information as to the period
ending not more than five Business Days prior to the date of such letter) with
respect to the registration in respect of which such letter is being given as
the Holders of a majority of the Registrable Securities being so registered may
reasonably request;
(f) 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;
(g) 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;
(h) 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 posteffecive 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
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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);
(i) 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;
(j) 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);
(k) 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 request a reasonable period of time
prior to sales of the Registrable Securities;
(l) upon the occurrence of any event contemplated by Section
4(h)(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(h)(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(l);
(m) (i) make reasonably available for inspection by the
Holders, any underwriter participating in any disposition pursuant to such
Registration Statement and any attorney, accountant or other agent retained by
the Holders or any such underwriter all relevant financial and other records,
pertinent corporate documents and properties of the Company and (ii) cause the
Company's officers, directors and employees to supply all relevant information
reasonably requested by the Holders or any such underwriter, attorney,
accountant or agent in connection with the registration; provided that the
foregoing inspection and information gathering shall be coordinated on behalf of
the
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Purchaser by Purchaser and on behalf of the other parties, by one counsel
designated by and on behalf of such other parties as described in Section 4; and
(n) in connection with any underwritten offering, make
appropriate officers of Company reasonably available to the selling security
holders for meetings with prospective purchasers of the Registrable Securities
and prepare and present to potential investors customary "road show" material in
a manner consistent with other new issuances of securities similar to the
Registrable Securities, in connection with any proposed sale of the Registrable
Securities in an aggregate offering of at least $10 million.
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, the reasonable fees and expenses
of one counsel for the selling security holders (selected by those holding a
majority of the shares being registered), 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 (including costs associated with
including shares of Company Common Stock held by other parties, other than
employees or directors of the Company, who have registration rights of the type
described in Section 3 hereof) in connection with a Registration Statement filed
prior to the first anniversary of the date of this Agreement pursuant to Section
2 shall be paid by the selling Holders; provided that the Holders shall not be
required to pay aggregate expenses in excess of $50,000; and
(b) 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 180 days 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
(c) 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.
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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)
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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 Section 2 hereof during one or more periods aggregating not more than 60 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
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period of effectiveness of the Registration Statement pursuant to Section 2
shall be extended by the length of any such Suspension Period;
(b) Notwithstanding Section 7(b) hereof, Company agrees that
it shall not impose a Suspension Period during the 30-day period following the
date on which the Registration Statement is first declared effective by the SEC
(the "30-day Period") as a result of any activity initiated by Company, or in
response to any proposal, unless Company's Board of Directors determines in good
faith that it is required to impose a Suspension Period by law during such
30-day Period. To the extent Company imposes a Suspension Period during such
30-day Period as a result of such determination by Company's Board of Directors,
Company shall not, for such additional number of consecutive days following the
termination of such Suspension Period, impose an additional Suspension Period,
so as to provide the Holders with a total of 30 days without a Suspension
Period; and
(c) 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 (c), 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. Selection of Managing Underwriters. The managing underwriter or
underwriters for any offering of Registrable Securities to be registered
pursuant to Section 2 in an underwritten public offering shall be of recognized
national standing selected by the holders of a majority of the shares being so
registered, and shall be reasonably acceptable to Company.
9. Restrictions on Sale After Public Offering. Except for
transfers made in transactions exempt from the registration requirements under
the Securities Act (other than Rule 144 thereunder), Company and each Holder
hereby agree not to offer, sell, contract to sell or otherwise dispose of any of
their Registrable Securities within 120 days after the date of any final
prospectus relating to the public offering of Common Stock, if underwritten,
whether by Company or by any Holders, except pursuant to such prospectus or with
the written consent of the managing underwriter or underwriters for such
offering.
10. Miscellaneous.
(a) No Inconsistent Agreements. From and after the date of
this Agreement, the Company shall not, without the prior written consent of the
Majority
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Holders, enter into any agreement with any holder or prospective holder of any
securities of the Company which would grant such holder or prospective holder of
any securities of the Company the right to require the Company to initiate any
registration of any securities of the Company (i) that is inconsistent with or
superior to the rights of the Holders of Registrable Shares provided in this
Agreement or (ii) that would require the exclusion of Registrable Shares held by
the Holders from such a registration beyond any such exclusion contemplated by
this Agreement. This Paragraph 10(a) shall not limit the right of the Company to
enter into any agreements with any holder or prospective holder of any
securities of the Company giving such holder or prospective holder the right to
require the Company, upon any registration of any of its securities, to include,
among the securities which the Company is then registering, securities owned by
such holder if such rights are subordinate to the rights of a Holder of
Registrable Shares.
(b) Remedies. Each Holder, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Agreement. Company
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Agreement and
hereby agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate. In any action or proceeding brought to enforce
any provision of this Agreement or where any provision hereof is validly
asserted as a defense, the successful party shall be entitled to recover
reasonable attorneys' fees in addition to any other available remedy.
(c) 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.
(d) 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.
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(ii) If to Company, at
VCampus Corporation
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Telecopy Number: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to
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Suite 300
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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.
(e) 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.
(f) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
(g) Governing Law; Jurisdiction. This Agreement shall be
governed by, construed and enforced in accordance with the laws of the
Commonwealth of Pennsylvania without giving effect to the conflict of laws
provisions thereof. Each of the parties hereby submits to personal jurisdiction
and waives any objection as to venue in the County of Allegheny, Commonwealth of
Pennsylvania . Service of process on the parties in any action arising out of or
relating to this Agreement shall be effective if mailed to the parties in
accordance with Section 10(d) hereof. The parties hereto waive all right to
trial by jury in any action or proceeding to enforce or defend any rights
hereunder.
(h) 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,
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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.
(i) Entire Agreement. This Agreement, together with the
Purchase Agreement and Warrant, 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.
VCAMPUS CORPORATION
By:
---------------------------------
Name:
Title:
MASTECH CORPORATION
By:
---------------------------------
Name:
Title:
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SCHEDULE I
1. The Company has entered into agreements granting registration rights to
all of the parties under its currently effective Registration Statement
on Form S-1.
2. The Company granted incidental registration rights to each of BH Capital
Investments, L.P. and Excalibur Limited Partnership with respect to a
total of 55,000 shares of Common Stock issuable upon exercise of
warrants.
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