Exhibit 4.1


 





THIS WARRANT AND THE SHARES ISSUABLE UPON
THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT MAY NOT BE EXERCISED
BY OR ON BEHALF OF A UNITED STATES PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933 AS AMENDED


 


COMMON STOCK PURCHASE WARRANT


(For Non U.S. Subscribers)


 


VACCINOGEN, INC.


 


Right to
Purchase __________ Shares of Common Stock, par value $.0001 per share


 


THIS CERTIFIES
THAT, for value received_______________ or its registered assigns, is entitled to purchase from Vaccinogen, Inc., a
Maryland corporation whose shares of Common Stock (defined below) (the “Company”), at any time or from time
to time during the period specified in Paragraph 2 hereof, _______________ (________) fully paid and nonassessable shares of the
Company’s Common Stock, par value $.0001 per share (the “Common Stock”), at an exercise price per whole
share equal to $6.05 (the “Exercise Price”). The term “Warrant Shares,” as used herein,
refers to the shares of Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment
as provided in Paragraph 4 hereof. The term “Warrants” means this Warrant and the other warrants issued pursuant
to that certain Subscription Agreement and described in that certain Amended and Restated Confidential Private Placement Memorandum
Supplement, dated January 29, 2014, as supplemented by Supplement No. 1 dated April 7, 2014 and further supplemented by Supplement
No. 2 dated August 20, 2014 (the “Memorandum”), by and among the Company and the Buyers listed on the execution
pages thereto. The Memorandum describes a private placement (the “Offering”) of up to $30,800,000
of units consisting of Common Stock and Warrants.


 


This Warrant is subject
to the following terms, provisions, and conditions:


 


1.          Manner
of Exercise; Issuance of Certificates; Payment for Shares.


 


(a)         Exercise
of Warrants.         Subject to the provisions hereof, this Warrant
may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise
agreement in the form attached hereto (the “Exercise Agreement”), to the Company during normal business hours
on any business day at the Company’s principal executive offices (or such other office or agency of the Company as it may
designate by notice to the holder hereof), and (i) upon payment to the Company in cash, by certified or official bank check or
by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement
or (ii) delivery to the Company of a written notice of an election to effect a “Cashless Exercise” (as defined in
paragraph (b) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed
to be issued to the holder hereof or such holder’s designee, as the record owner of such shares, as of the close of business
on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and
payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing
the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable
time, not exceeding five (5) business days, after this Warrant shall have been so exercised. The certificates so delivered shall
be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other
name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant
has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant
representing the number of shares with respect to which this Warrant shall not then have been exercised.


 




    	 



    	 



    

 


(b)        Cashless
Exercise.  Notwithstanding any provision herein to the contrary, if the current Market Price of one share of Common
Stock is greater than the Exercise Price (at the date of calculation as set forth below), this Warrant may be exercised by presentation
and surrender of this Warrant to the Company at its principal executive offices with a written notice of the holder’s intention
to effect a cashless exercise, including a calculation of the number of shares of Common Stock (as determined below) to be issued
upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise,
in lieu of paying the Exercise Price in cash, the Company shall issue to the holder a number of shares of Common Stock computed
using the following formula:


 


	X=Y (A-B)
	A	 


 


	Where  X	=	the number of shares of Common Stock to be issued
    to the holder
	 	 	 	 	 
	   Y	=	the number of shares of Common Stock purchasable
    under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at
    the date of such calculation)
	 	 	 	 	 
	   A	=	the Market Price of one share of the Company’s
    Common Stock (at the date of such calculation)
	 	 	 	 	 
	    B	=	Exercise Price (as adjusted to the date of such
    calculation)


 


(c)        Maximum
Exercise.  Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of
this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions
thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates
(other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and
the unexercised or unconverted portion of any other securities of the Company) subject to a limitation on conversion or exercise
analogous to the limitation contained herein and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants
(or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership
by the holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the immediately
preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding
anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without
the written consent of the holder hereof and the Company.


 




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2.          Period
of Exercise.. This Warrant is exercisable at any time or from time to time on or after the date on which this Warrant is
issued and delivered pursuant to the terms of the Subscription Agreement and before 6:00 p.m., New York, New York time on the
fifth (5th) anniversary of the date of issuance (the “Exercise Period”).


 


3.          Certain
Agreements of the Company. The Company hereby covenants and agrees as follows:


 


(a)          Shares
to be Fully Paid. All Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be validly issued,
fully paid, and nonassessable and free from all taxes, liens, and charges with respect to the issue thereof.


 


(b)          Reservation
of Shares. During the Exercise Period, the Company shall at all times have authorized, and reserved for the purpose of
issuance upon exercise of this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of this Warrant.


 


(c)          Certain
Actions Prohibited. The Company will not, by amendment of its charter or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed by it hereunder, but will at all times in good faith assist in
the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by
the holder of this Warrant in order to protect the exercise privilege of the holder of this Warrant against dilution or other
impairment, consistent with the tenor and purpose of this Warrant. Without limiting the generality of the foregoing, the Company
(i) will not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise
Price then in effect, and (ii) will take all such actions as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.


 


(d)          Successors
and Assigns. This Warrant will be binding upon any entity succeeding to the Company by merger, consolidation, or acquisition
of all or substantially all the Company’s assets.


 


4.          Antidilution
Provisions. During the Exercise Period, the Exercise Price and the number of Warrant Shares shall be subject to adjustment
from time to time as provided in this Paragraph 4. In the event that any adjustment of the Exercise Price as required herein
results in a fraction of a cent, such Exercise Price shall be rounded up to the nearest cent.


 




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(a)          Adjustment
of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c)
and 4(e) hereof, if and whenever on or after the date of issuance of this Warrant, the Company issues or sells, or in accordance
with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration
per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith)
less than the then effective Exercise Price on the date of issuance (a “Dilutive Issuance”), then immediately
upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect
immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the
number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the
aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance
divided by the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total
number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance.


 


(b)          Effect
on Exercise Price of Certain Events. For purposes of determining the adjusted Exercise Price under Paragraph 4(a) hereof,
the following will be applicable:


 


(1)         Issuance
of Rights or Options. If the Company in any manner issues or grants any warrants, rights or options, whether or not immediately
exercisable, to subscribe for or to purchase Common Stock or other securities convertible into or exchangeable for Common Stock
(“Convertible Securities”) (such warrants, rights and options to purchase Common Stock or Convertible Securities
are hereinafter referred to as “Options”) and the price per share for which Common Stock is issuable upon the
exercise of such Options is less than the then effective Exercise Price on the date of issuance or grant of such Options, then
the maximum total number of shares of Common Stock issuable upon the exercise of all such Options will, as of the date of the
issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Company for such price
per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise
of such Options” is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration
for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable
to the Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of
such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the
time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common
Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further
adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options
or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.


 


(2)         Issuance
of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities, whether or not immediately
convertible (other than where the same are issuable upon the exercise of Options) and the price per share for which Common Stock
is issuable upon such conversion or exchange is less than the then effective Exercise Price on the date of issuance, then the
maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities will,
as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by
the Company for such price per share. For the purposes of the preceding sentence, the “price per share for which Common
Stock is issuable upon such conversion or exchange” is determined by dividing (i) the total amount, if any, received or
receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate
amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof at the time such Convertible
Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon
the conversion or exchange of all such Convertible Securities. No further adjustment to the Exercise Price will be made upon the
actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.


 




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(3)         Change
in Option Price or Conversion Rate. If there is a change at any time in (i) the amount of additional consideration payable
to the Company upon the exercise of any Options; (ii) the amount of additional consideration, if any, payable to the Company upon
the conversion or exchange of any Convertible Securities; or (iii) the rate at which any Convertible Securities are convertible
into or exchangeable for Common Stock (other than under or by reason of provisions designed to protect against dilution), the
Exercise Price in effect at the time of such change will be readjusted to the Exercise Price which would have been in effect at
such time had such Options or Convertible Securities still outstanding provided for such changed additional consideration or changed
conversion rate, as the case may be, at the time initially granted, issued or sold.


 


(4)         Treatment
of Expired Options and Unexercised Convertible Securities. If, in any case, the total number of shares of Common Stock
issuable upon exercise of any Option or upon conversion or exchange of any Convertible Securities is not, in fact, issued and
the rights to exercise such Option or to convert or exchange such Convertible Securities shall have expired or terminated, the
Exercise Price then in effect will be readjusted to the Exercise Price which would have been in effect at the time of such expiration
or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination
(other than in respect of the actual number of shares of Common Stock issued upon exercise or conversion thereof), never been
issued.


 


(5)         Calculation
of Consideration Received. If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash,
the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction
of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in
connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold for
a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the
Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the
amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common
Stock, Options or Convertible Securities are issued in connection with any acquisition, merger or consolidation in which the Company
is the surviving corporation, the amount of consideration therefor will be deemed to be the fair value of such portion of the
net assets and business of the non-surviving corporation as is attributable to such Common Stock, Options or Convertible Securities,
as the case may be. The fair value of any consideration other than cash or securities will be determined in good faith by the
Board of Directors of the Company.


 




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(6)         Exceptions
to Adjustment of Exercise Price. No adjustment to the Exercise Price will be made (i) upon the exercise of any warrants,
options or convertible securities granted, issued and outstanding on the date of issuance of this Warrant; (ii) upon the grant
or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan, stock option
plan or restricted stock plan of the Company now existing or to be implemented in the future, so long as the issuance of such
stock or options is approved by the Board of Directors of the Company or a majority of the members of a committee established
for such purpose; (iii) the Company issues or distributes shares of its Common Stock or Convertible Securities in connection with
(A) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially
all of the securities or assets of a corporation or other entity; (B) strategic license or joint venture agreements, the entering
into or acquiring of material contracts in connection with the Company’s business as currently being conducted, and other
partnering arrangements so long as such issuance are not for the purpose of raising capital and are not issued for services, or
(C) those certain Investment Agreements dated as of July 18, 2012 with Kodiak Capital Group, LLC; (iv) upon the issuance of Adjustment
Shares (as defined in the Subscription Agreement) or (v) upon the exercise of the Warrants.


 


(c)          Subdivision
or Combination of Common Stock. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization,
reorganization, reclassification or otherwise) the shares of Common Stock acquirable hereunder into a greater number of shares,
then, after the date of record for effecting such subdivision, the Exercise Price in effect immediately prior to such subdivision
will be proportionately reduced. If the Company at any time combines (by reverse stock split, recapitalization, reorganization,
reclassification or otherwise) the shares of Common Stock acquirable hereunder into a smaller number of shares, then, after the
date of record for effecting such combination, the Exercise Price in effect immediately prior to such combination will be proportionately
increased.


 


(d)          Consolidation,
Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into any other corporation,
or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a
plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate
provision will be made whereby the holder of this Warrant will have the right to acquire and receive upon exercise of this Warrant
in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock,
securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately
theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken
place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof
will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon
the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the
consummation thereof, the successor corporation (if other than the Company) assumes by written instrument the obligations under
this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in
accordance with the foregoing provisions, the holder may be entitled to acquire.


 


(e)          Distribution
of Assets. In case the Company shall declare or make any distribution of its assets (including cash) to holders of Common
Stock as a partial liquidating dividend, by way of return of capital or otherwise, then, after the date of record for determining
shareholders entitled to such distribution, but prior to the date of distribution, the holder of this Warrant shall be entitled
upon exercise of this Warrant for the purchase of any or all of the shares of Common Stock subject hereto, to receive the amount
of such assets which would have been payable to the holder had such holder been the holder of such shares of Common Stock on the
record date for the determination of shareholders entitled to such distribution.


 




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(f)          Notice
of Adjustment. Upon the occurrence of any event which requires any adjustment of the Exercise Price, then, and in each
such case, the Company shall give notice thereof to the holder of this Warrant, which notice shall state the Exercise Price resulting
from such adjustment and the increase or decrease in the number of Warrant Shares purchasable at such price upon exercise, setting
forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Such calculation shall
be certified by the Chief Financial Officer of the Company.


 


(g)          Minimum
Adjustment of Exercise Price. No adjustment of the Exercise Price shall be made in an amount of less than 1% of the Exercise
Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried
forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so
carried forward, shall amount to not less than 1% of such Exercise Price.


 


(h)          No
Fractional Shares. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but the Company
shall pay a cash adjustment in respect of any fractional share which would otherwise be issuable in an amount equal to the same
fraction of the Market Price of a share of Common Stock on the date of such exercise.


 


(i)          Other
Notices. In case at any time:


 


(1)         the
Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution
(including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;


 


(2)         the
Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or
other rights;


 


(3)         there
shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the
Company with or into, or sale of all or substantially all its assets to, another corporation or entity; or


 


(4)         there
shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;


 


then, in each such case, the Company shall
give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken
for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for
determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof
by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall
be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other
securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation,
or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the
Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the
validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.


 




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(j)          Certain
Events. If any event occurs of the type contemplated by the adjustment provisions of this Paragraph 4 but not expressly
provided for by such provisions, the Company will give notice of such event as provided in Paragraph 4(g) hereof, and the Company’s
Board of Directors will make an appropriate adjustment in the Exercise Price and the number of shares of Common Stock acquirable
upon exercise of this Warrant so that the rights of the holder shall be neither enhanced nor diminished by such event.


 


(k)          Certain
Definitions.


 


(1)         “Common
Stock Deemed Outstanding” shall mean the number of shares of Common Stock actually outstanding (not including shares
of Common Stock held in the treasury of the Company), plus (x) pursuant to Paragraph 4(b)(1) hereof, the maximum total number
of shares of Common Stock issuable upon the exercise of Options, as of the date of such issuance or grant of such Options, if
any, and (y) pursuant to Paragraph 4(b)(2) hereof, the maximum total number of shares of Common Stock issuable upon conversion
or exchange of Convertible Securities, as of the date of issuance of such Convertible Securities, if any.


 


(2)         “Market
Price,” as of any date, (i) means the average of the last reported sale prices for the shares of Common Stock on
the OTCBB for the five (5) Trading Days immediately preceding such date as reported by Bloomberg, or (ii) if the OTCBB is not
the principal trading market for the shares of Common Stock, the average of the last reported sale prices on the principal trading
market for the Common Stock during the same period as reported by Bloomberg, or (iii) if market value cannot be calculated as
of such date on any of the foregoing bases, the Market Price shall be the fair market value as reasonably determined in good faith
by (a) the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants
by (b) an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business
of the corporation. The manner of determining the Market Price of the Common Stock set forth in the foregoing definition shall
apply with respect to any other security in respect of which a determination as to market value must be made hereunder.


 


(3)         “Common
Stock,” for purposes of this Paragraph 4, includes the Common Stock, par value $.0001 per share, and any additional
class of stock of the Company having no preference as to dividends or distributions on liquidation, provided that the shares purchasable
pursuant to this Warrant shall include only shares of Common Stock, par value $.0001 per share, in respect of which this Warrant
is exercisable, or shares resulting from any subdivision or combination of such Common Stock, or in the case of any reorganization,
reclassification, consolidation, merger, or sale of the character referred to in Paragraph 4(e) hereof, the stock or other securities
or property provided for in such Paragraph.


 




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5.          Issue
Tax. The issuance of certificates for Warrant Shares upon the exercise of this Warrant shall be made without charge to the holder
of this Warrant or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate
in a name other than the holder of this Warrant.


		



 


6.          No
Rights or Liabilities as a Shareholder. This Warrant shall not entitle the holder hereof to any voting rights or other rights
as a shareholder of the Company. No provision of this Warrant, in the absence of affirmative action by the holder hereof to
purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to
any liability of such holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.


 


7.          Transfer,
Exchange, and Replacement of Warrant.


 


(a)          Restriction
on Transfer. This Warrant and the rights granted to the holder hereof are transferable, in whole or in part, upon surrender
of this Warrant, together with a properly executed assignment in the form attached hereto, at the office or agency of the Company
referred to in Paragraph 7(e) below, provided, however, that any transfer or assignment shall be subject to the conditions
set forth in Paragraph 7(f) hereof and to the applicable provisions of the Subscription Agreement. Until due presentment for registration
of transfer on the books of the Company, the Company may treat the registered holder hereof as the owner and holder hereof for
all purposes, and the Company shall not be affected by any notice to the contrary.


 


(b)          Warrant
Exchangeable for Different Denominations. This Warrant is exchangeable, upon the surrender hereof by the holder hereof
at the office or agency of the Company referred to in Paragraph 7(e) below, for new Warrants of like tenor representing in the
aggregate the right to purchase the number of shares of Common Stock which may be purchased hereunder, each of such new Warrants
to represent the right to purchase such number of shares as shall be designated by the holder hereof at the time of such surrender.


 


(c)          Replacement
of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation
of this Warrant and, in the case of any such loss, theft, or destruction, upon delivery of an indemnity agreement reasonably satisfactory
in form and amount to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, the
Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


(d)          Cancellation;
Payment of Expenses. Upon the surrender of this Warrant in connection with any transfer, exchange, or replacement as provided
in this Paragraph 7, this Warrant shall be promptly canceled by the Company. The Company shall pay all taxes (other than securities
transfer taxes) and all other expenses (other than legal expenses, if any, incurred by the holder or transferees) and charges
payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Paragraph 7.


 


(e)          Register.
The Company shall maintain, at its principal executive offices (or such other office or agency of the Company as it may designate
by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person
in whose name this Warrant has been issued, as well as the name and address of each transferee and each prior owner of this Warrant.


 




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(f)          Exercise
or Transfer Without Registration. If, at the time of the surrender of this Warrant in connection with any exercise, transfer,
or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder), shall not
be registered under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition
of allowing such exercise, transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish
to the Company a written opinion of counsel, which opinion and counsel are acceptable to the Company, to the effect that such
exercise, transfer, or exchange may be made without registration under said Act and under applicable state securities or blue
sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable
to the Company and (iii) such transfer is made in accordance with the provisions of Regulation S promulgated under the Securities
Act of 1933, as amended. The first holder of this Warrant, by taking and holding the same, represents to the Company that such
holder is acquiring this Warrant for investment and not with a view to the distribution thereof.


 


8.          Notices.
                     All
notices, requests, and other communications required or permitted to be given or delivered hereunder to the holder of this
Warrant shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or
by recognized overnight mail courier, postage prepaid and addressed, to such holder at the address shown for such holder on
the books of the Company, or at such other address as shall have been furnished to the Company by notice from such holder.
All notices, requests, and other communications required or permitted to be given or delivered hereunder to the Company shall
be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized
overnight mail courier, postage prepaid and addressed, to the office of the Company at 5300 Westview Drive, Suite 406,
Frederick, Maryland 21703, Attention: President, or at such other address as shall have been furnished to the holder of this
Warrant by notice, or at such other address as shall have been furnished to the holder of this Warrant by notice from the
Company. Any such notice, request, or other communication may be sent by facsimile, but shall in such case be subsequently
confirmed by a writing personally delivered or sent by certified or registered mail or by recognized overnight mail courier
as provided above. All notices, requests, and other communications shall be deemed to have been given either at the time of
the receipt thereof by the person entitled to receive such notice at the address of such person for purposes of this
Paragraph 8, or, if mailed by registered or certified mail or with a recognized overnight mail courier upon deposit with the
United States Post Office or such overnight mail courier, if postage is prepaid and the mailing is properly addressed, as the
case may be.


 


9.          Governing
Law.          THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN COUNTY OF
FREDERICK, MARYLAND, WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN CONNECTION
HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED
BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN
ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES,
INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.


 




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10.         Piggy-Back
Registration Rights.


 


(a)          If
at any time there is not an effective registration statement covering all of the shares of Common Stock issuable upon the exercise
of this Warrant (the “Registrable Securities”), and the Company shall determine to prepare and file with the Securities
and Exchange Commission (the “SEC”) a registration statement relating to an offering for its own account or the account
of others under the Securities Act of 1933, as amended (the “Securities Act”) of any of its equity securities, other
than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities
to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with
stock option or other employee benefit plans and other than any registration relating to the Company’s Investment Agreements
and Registration Rights Agreements with Kodiak Capital LLC, then the Company shall send to each holder written notice of such
determination and if, within fifteen days after receipt of such notice, any such holder shall so request in writing, the Company
shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered;
provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 2.1
that are eligible for sale pursuant to Regulation S of the Securities Act without limitation as to the volume of securities that
may be sold.


 


(b)          The
Company shall notify each Holder in writing promptly (and in any event within one business day) after receiving notification from
the SEC that the Registration Statement has been declared effective.


 


(c)          If,
in connection with the underwritten public offering by the Company the managing underwriter(s) advise the Company in writing that
in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in
an orderly manner in such offering within a price range acceptable to the Company, the Company will include in such registration
(i) first, the securities proposed to be sold by the Buyer; and (ii) second, the common stock requested to be included in such
registration, pro rata among the holder of this Warrant and the other selling stockholders based on the ratio of the number of
shares of common stock that each such selling stockholder has requested that the Company include in such registration over the
total number of shares of common stock requested to be included in such registration.


 




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(d)          The
Company shall, notwithstanding any termination of this Warrant, indemnify, defend and hold harmless the holder, its affiliates
and its agents against any and all losses, as incurred, arising out of or relating to any untrue or alleged untrue statement of
a material fact contained in the registration statement, any prospectus or any form of prospectus or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus
or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but
only to the extent, that (i) such untrue statements or omissions are based solely upon information furnished in writing to the
Company by such holder expressly for use therein, or to the extent that such information relates to such holder or such holder’s
proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such holder expressly
for use in the registration statement, such prospectus or such form of prospectus or in any amendment or supplement thereto. The
Company shall notify the holder promptly of the institution, threat or assertion of any proceeding of which the Company is aware
in connection with the transactions contemplated by this Agreement. If a claim for indemnification is unavailable to an indemnified
party (by reason of public policy or otherwise), then each 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, in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions, statements
or omissions that resulted in such losses as well as any other relevant equitable considerations. The relative fault of such indemnifying
party and indemnified party 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 of a material fact, has been taken or
made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any losses shall be deemed to include, any reasonable attorneys' or other reasonable fees or
expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such
fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.


 


(e)          The
Company shall pay any and all registration expenses associated with the registration of the Registrable Securities and shall employ
procedures that are customary in order to effectuate the registration of the Registrable Securities, including providing the holder
with reasonable notice of comment letters and the status of a registration statement.


 


11.         Miscellaneous.


 


(a)          If
the resale of the Warrant Shares by the holder is not registered pursuant to an effective registration statement under the Securities
Act and this Warrant is exercised in whole or in part, then each certificate representing Warrant Shares issued upon the exercise
of this Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form:


 




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“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER SUCH ACT OR (3)
PURUSANT TO AN EXEMPTION REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH IN THE OPINION OF OUCNSEL FO RTHI CORPORATION IS AVAILABLE.
HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNELSS IN COMPLIANCE IWHT THE SECURITIES ACT OF 1933, AS AMENDED.”


 


(b)          Amendments.
This Warrant and any provision hereof may only be amended by an instrument in writing signed by the Company and the holder
hereof.


 


(c)          Descriptive
Headings. The descriptive headings of the several paragraphs of this Warrant are inserted for purposes of reference only,
and shall not affect the meaning or construction of any of the provisions hereof.


 


(d)          Remedies.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holder, by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for
a breach of its obligations under this Warrant will be inadequate and agrees, in the event of a breach or threatened breach by
the Company of the provisions of this Warrant, that the holder shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing
or curing any breach of this Warrant and to enforce specifically the terms and provisions thereof, without the necessity of showing
economic loss and without any bond or other security being required.


 


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IN WITNESS WHEREOF,
the Company has caused this Warrant to be signed by its duly authorized officer.         


 


	 	VACCINOGEN, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Dated as of __________ __, 2014


 




    	 



    	 



    

 


FORM OF EXERCISE AGREEMENT


 


Dated: ________ __, 20__


 


To:______________________


 


The undersigned, pursuant
to the provisions set forth in the within Warrant, hereby agrees to purchase ________ shares of Common Stock covered by such Warrant,
and makes payment herewith in full therefor at the price per share provided by such Warrant in cash or by certified or official
bank check in the amount of, or by surrender of securities issued by the Company (including a portion of the Warrant) having a
market value (in the case of a portion of this Warrant, determined in accordance with Section 1(b) of the Warrant) equal to, $_________.


 


The undersigned by
its signature below confirms that it is not a U.S. Person (as defined under Regulation S) and this Warrant is not being exercised
on behalf of a U.S. Person.


 


Please issue a certificate
or certificates for such shares of Common Stock in the name of and pay any cash for any fractional share to:


 


	 	Name:	 
	 	 	 
	 	Signature:
	 	Address:	 
	 	 	 
	 	 	 
	 	Note:	The above signature should correspond exactly with the name on the face of the within Warrant,
    if applicable.


 


and, if said number of shares of Common
Stock shall not be all the shares purchasable under the within Warrant, a new Warrant is to be issued in the name of said undersigned
covering the balance of the shares purchasable thereunder less any fraction of a share paid in cash


 




    	 



    	 



    

 


FORM OF ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns, and transfers all the rights of the undersigned under the within Warrant, with respect
to the number of shares of Common Stock covered thereby set forth herein below, to:


 


	Name of Assignee	 	Address	 	No of Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


, and hereby irrevocably constitutes and
appoints ___________________________________ as agent and attorney-in-fact to transfer said Warrant on the books of the within-named
corporation, with full power of substitution in the premises.


 


Dated:________ __, 201_


 


	In the presence of:	 	 	 
	 	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	Signature: 	 	 
	 	Title of Signing Officer or Agent (if any):
	 	Address:	 	 
		 	 	 
	 	 	 	 
	 	 	 	 
	 	Note:      	The above signature should correspond exactly with the name on the face of the within Warrant,
    if applicable.