Exhibit 10.5


 


VACCINOGEN,
INC.


 


SUBSCRIPTION
AGREEMENT


(For Non U.S.
Subscribers)


 


The
undersigned (hereinafter “Subscriber”) hereby confirms his/her/its subscription for the purchase of units (“Units”)
of Vaccinogen, Inc., a Maryland corporation (the “Company”), on the terms described below, with each Unit consisting
of:


 


(a)           One
share (the “Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”);


 


(b)           a
warrant (collectively, the “Warrants”) to purchase, at any time prior to the fifth anniversary of the date
of issuance of the Warrant (subject to mandatory exercise), 0.3 shares of Common Stock at the exercise price of $6.05 per whole
share of Common Stock (the “Warrant Exercise Price”). The shares of Common Stock underlying each Warrant are
referred to herein as the “Warrant Shares.”


 


Capitalized
terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Company’s Amended and
Restated Private Placement Memorandum Supplement, dated January 29, 2014, as supplemented by Supplement No. 1 dated April 7, 2014
as supplemented by Supplement No. 2 dated August 20, 2014 (as amended or supplemented, and together with all documents and exhibits
thereto, the “Memorandum”). The Units, the Shares, the Adjustment Shares (as defined in Section 1(d) below),
the Warrants and the Warrant Shares are sometimes referred to collectively herein as the “Securities.”


 


In
connection with this subscription, Subscriber and the Company agree as follows:


 


1.           Purchase
and Sale of the Units; Issuance of Adjustment Shares.


 


(a)           The
Company hereby agrees to issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the Company, a number
of Units at a price equal to $5.50 per Unit (the “Unit Price”) and for the aggregate subscription amount set
forth on the signature page hereto. The form of Warrant is as annexed to the Memorandum. Upon acceptance of this Subscription
Agreement by the Company, the Company shall issue and deliver to Subscriber a share certificate and a warrant certificate evidencing
the applicable number of Shares and Warrants subscribed for against payment in U.S. Dollars of the Purchase Price (as defined
below).


 


(b)           Subscriber
has hereby delivered and paid concurrently herewith the aggregate purchase price (the “Purchase Price”) set
forth on the signature page hereof required to purchase the Units subscribed for hereunder which amount has been paid in U.S.
Dollars by cash, wire transfer or check, subject to collection, to the order of “Vaccinogen, Inc.”


 




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(c)           Subscriber
understands and acknowledges that this subscription is part of a proposed placement by the Company of up to 5,600,000 Units, which
offering is being made on a “best efforts” basis (the “Offering”). During the Offering Period,
funds will be held in an account established by the Company and released at the discretion of the Company from time to time. If
a subscription is not accepted, whether in whole or in part, the subscription funds held therein will be returned to the investor
without interest or deduction.


 


(d)           The
Company will also issue to each Subscriber, for no additional consideration, such number of shares of Common Stock equal to the
difference between (1) the number of shares of our Common Stock that would have been issued to purchaser if the per-Unit purchase
price for such shares had been equal to $5.35 (the Market Price on October 31, 2013, the effective date of our first S-1 registration
statement) and (2) the number of shares of the Common Stock issuable to (y) the number of Shares issuable to Subscriber upon the
closing of sale of Units to Subscriber pursuant to Section 1(a) above (the “Adjustment Shares”).


 


“Market
Price,” as of any date, (i) means the average of the last reported sale prices for the shares of Common Stock on the
OTC Markets for the five (5) Trading Days immediately preceding such date as reported by Bloomberg, or (ii) if the OTC Markets
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
Shares 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.


 


2.           Covenants,
Representations and Warranties of Subscriber. Subscriber covenants with, and represents and warrants to, the Company as follows:


 


(a)           The
Confidential Purchaser Questionnaire has been completed, signed and delivered to the Company by the Subscriber and is, as of the
date hereof, true, complete, and correct in all respects.


 


(b)           Subscriber
has been advised that the Securities have not been registered under the 1933 Act or applicable state securities laws and that
the Securities are being offered and sold pursuant to Regulation D and/or Regulation S under the Securities Act of 1933, as amended
(the “1933 Act”) and that the Company’s reliance upon Regulation D and/or Regulation S is predicated
in part on the Subscriber’s representations as contained herein.


 


(c)           Subscriber
is not a U.S. Person (as defined in Regulation S) and is not an affiliate of the Company (as defined in Regulation S).
At the time of the origination of contact concerning this Subscription Agreement, and at the date of execution and delivery of
this Subscription Agreement, the Subscriber was outside the United States, its territories and possessions.


 




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(c)           Subscriber
is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the 1933
Act.


 


(d)           Subscriber
further represents the address set forth on the signature pages to this Subscription Agreement and in the Confidential Purchaser
Questionnaire is his/her principal residence (or, if Subscriber is a company, partnership or other entity, the address of its
principal place of business); that Subscriber is purchasing the Securities for Subscriber’s own account and not, in whole
or in part, for the account of any other person; Subscriber is purchasing the Securities for investment and not with a view to
resale or distribution; and Subscriber has not formed any entity for the purpose of purchasing the Securities.


 


(e)           Subscriber
acknowledges and understands that the Securities are being purchased for investment purposes and not with a view to distribution
or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular
price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring,
or disposing of the Securities made in full compliance with all applicable provisions of the 1933 Act, the rules and regulations
promulgated by the Securities and Exchange Commission (“SEC”) thereunder, and applicable state securities laws;
and that an investment in the Securities is not a liquid investment.


 


(f)           Subscriber:


 


(1)           will
not, during the period commencing on the date of purchase and ending on the date one year after the date of purchase or such shorter
period as may be permitted by Regulation S under the 1933 Act (the “Restricted Period”), offer or sell the
Securities in the United States, its territories or possessions, or to a U.S. Person or for the account or benefit of a U.S. Person
(other than distributors), other than in accordance with Rules 903 or 904 of Regulation S under the 1933 Act;


 


(2)           will,
after the expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Securities only pursuant to registration
under the 1933 Act or an available exemption therefrom and, in any case, in accordance with applicable state and foreign securities
laws; and


 


(3)           will
not to engage in hedging transactions with regard to the Securities.


 


(g)           Subscriber
acknowledges the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from
such registration is available.


 




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(h)           Neither
the Subscriber, its affiliates or any person acting on behalf of the Subscriber or any such affiliates has engaged, or will engage,
in any Directed Selling Efforts (as defined in Regulation S under the 1933 Act) with respect to the Shares or any distribution,
as that term is used in the definition of Distributor in Regulation S under the 1933 Act, with respect to the Shares.


 


(i)           Neither
the Company nor any person acting on its behalf made to Subscriber or any person acting on its behalf in the United States any
statement conveying a purpose or intent to sell the Securities to Subscriber. The person executing this agreement on behalf of
the Subscriber was outside the United States, its territories, and possessions at the time of such execution.


 


(j)           Neither
Subscriber, any affiliate of Subscriber, nor any person acting on their behalf has undertaken or carried out any activity for
the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its
territories or possessions, for any of the Securities.


 


(k)           The
transactions contemplated by this Subscription Agreement:


 


(1)           have
not been pre-arranged with a purchaser located in the United States, its territories or possessions, or who is a U.S. Person;
and


 


(2)           are
not part of a plan or scheme to evade the registration provisions of the 1933 Act.


 


(l)           Subscriber
is purchasing the Shares for its own account for the purpose of investment and not (A) with a view to, or for sale in connection
with, any distribution thereof, or (B) for the account or on behalf of any U.S. Person.


 


(m)           Subscriber
is not an entity or group that has been formed principally for the purpose of investing in securities not registered under the
1933 Act.


 


(o)           If
Subscriber offers and sells the Securities during the Restricted Period, then it will do so only: (a) in accordance with
the provisions of Regulation S; (b) pursuant to registration of the Securities under the 1933 Act; or (c) pursuant
to an available exemption from the registration requirements of the 1933 Act


 


(p)           Subscriber
acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from the Company or any person acting
on its behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the
Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify
the accuracy of the information received by Subscriber. In connection therewith, Subscriber acknowledges that Subscriber has had
the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management
or any person acting on its behalf. Subscriber has received and reviewed the Memorandum, and all the information, both written
and oral, that it desires. Without limiting the generality of the foregoing, Subscriber has been furnished with or has had the
opportunity to acquire, and to review: (i) copies of all of the Company’s publicly available documents, and (ii) all information,
both written and oral, it desires with respect to the Company’s business, management, financial affairs and prospects. In
determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding
of the Company and its business based upon Subscriber’s own due diligence investigations and the information furnished pursuant
to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations
which were not furnished pursuant to this paragraph and Subscriber has not relied on any other representations or information.


 




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(q)           Subscriber
has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and
perform Subscriber’s obligations under the terms of this Subscription Agreement. This Subscription Agreement constitutes
a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, and subject to laws of general
application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive
relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law.


 


(r)           Subscriber
has carefully considered and has discussed with the Subscriber’s professional legal, tax, accounting and financial advisors,
to the extent Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription
Agreement for the Subscriber’s particular federal, state, local and foreign tax and financial situation and has determined
that this investment and the transactions contemplated by this Subscription Agreement are a suitable investment for the Subscriber.
Subscriber relies solely on such advisors and not on any statements or representations of the Company or any of its agents. Subscriber
understands that Subscriber (and not the Company) shall be responsible for Subscriber’s own tax liabilities which may arise
as a result of this investment or the transactions contemplated by this Subscription Agreement.


 


(s)          
the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks
of an investment in the Shares and with respect to the applicable resale restrictions, and it is solely responsible (and the Company
is not in any way responsible) for compliance with:


 


		(1)	any applicable
                                         laws of the jurisdiction in which the Subscriber is resident in connection with the distribution
                                         of the Shares hereunder, and



 


		(2)	applicable
                                         resale restrictions;



 


(t)           the
Subscriber:


 


(1)           is
knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having
application in the jurisdiction in which the Subscriber is resident (the "International Jurisdiction") which would apply
to the acquisition of the Shares,


 




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(2)           is
purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if
such is not applicable, the Subscriber is permitted to purchase the Shares under the applicable securities laws of the securities
regulators in the International Jurisdiction without the need to rely on any exemptions,


 


(3)           acknowledges
that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any
filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International
Jurisdiction in connection with the issue and sale or resale of any of the Shares, and


 


(4)           represents
and warrants that the acquisition of the Shares by the Subscriber does not trigger:


 


A.           any
obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International
Jurisdiction, or


 


B.           any
continuous disclosure reporting obligation of the Company in the International Jurisdiction, and


 


C.           the
Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International
Jurisdiction which will confirm the matters referred to in subparagraphs (2), (3) and (4) above to the satisfaction of the Company,
acting reasonably;


 


(u)           Neither
this Subscription Agreement nor the Confidential Purchaser Questionnaire contain any untrue statement of a material fact or omit
any material fact concerning Subscriber.


 


(v)           There
are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s properties before any court
or governmental agency (nor, to Subscriber’s knowledge, is there any threat thereof) which would impair in any way Subscriber’s
ability to enter into and fully perform Subscriber’s commitments and obligations under this Subscription Agreement or the
transactions contemplated hereby.


 


(w)           The
execution, delivery and performance of and compliance with this Subscription Agreement and the issuance of the Securities will
not result in any material violation of, or conflict with, or constitute a material default under, any of Subscriber’s articles
of incorporation or bylaws or other governing documents, if applicable, or any of Subscriber’s material agreements nor result
in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Subscriber or
the Securities.


 


(x)           Subscriber
acknowledges the Securities are speculative and involve a high degree of risk and that Subscriber can bear the economic risk of
the purchase of the Securities, including a total loss of his/her/its investment.


 




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(y)           Subscriber
acknowledges he/she/it has carefully reviewed and considered the risk factors discussed in the “Risk Factors” section
of the Memorandum prior to making an investment decision.


 


(z)           Subscriber
recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Securities.


 


(aa)           Subscriber
understands any and all certificates representing the Securities and any and all securities issued in replacement thereof or in
exchange therefore shall bear the following legend or one substantially similar thereto, which Subscriber has read and understands:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS
AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, EXERCISED SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
OF EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER SAID ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH
LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED”


 


(bb)           Because
of the restrictions imposed on resale, Subscriber understands the Company shall have the right to note stop-transfer instructions
in its stock transfer records, and Subscriber has been informed of the Company’s intention to do so. Any sales, transfers,
or any other dispositions of the Securities by Subscriber, if any, will be in compliance with the 1933 Act.


 


(cc)           Subscriber
acknowledges that Subscriber has such knowledge and experience in financial and business matters that he/she/it is capable of
evaluating the merits and risks of an investment in the Securities and of making an informed investment decision.


 


(dd)           Subscriber
represents: (i) Subscriber is able to bear the economic risks of an investment in the Securities and to afford the complete loss
of the investment, and (ii) (A) Subscriber could be reasonably assumed to have the capacity to protect his/her/its own interests
in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company
or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character,
business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally
qualified to evaluate and assess the risks, nature and other aspects of this subscription.


 




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(ee)           Subscriber
understands the Company shall have the unconditional right to accept or reject each subscription, in whole or in part, for any
reason or without a specific reason, in the sole and absolute discretion of the Company (even after receipt and clearance of Subscriber’s
funds). No subscription will be binding upon the Company until accepted by an authorized officer of the Company. In the event
the subscription is rejected, Subscriber’s subscription funds will be returned without interest thereon or deduction therefrom.


 


(ff)           Subscriber
has not been furnished with any oral representation or oral information in connection with the offering of the Securities that
is not contained in the Memorandum and this Subscription Agreement.


 


(gg)           Subscriber
represents that Subscriber is not subscribing for Securities as a result of or subsequent to any advertisement, article, notice
or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio
or presented at any seminar or meeting.


 


(hh)           Subscriber
has carefully read this Subscription Agreement, the Warrant, and the Memorandum, and Subscriber has accurately completed the Confidential
Purchaser Questionnaire which accompanies this Subscription Agreement.


 


(ii)           No
representations or warranties have been made to Subscriber by the Company, or any officer, employee, agent, affiliate or subsidiary
of the Company, other than the representations of the Company contained herein, and in subscribing for the Securities, Subscriber
is not relying upon any representations other than those contained in the Memorandum or in this Subscription Agreement.


 


(jj)           Subscriber
represents and warrants, to the best of its knowledge, that other than set forth in the Memorandum, no finder, broker, agent,
financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled
to any compensation in connection with the transactions contemplated by this Subscription Agreement.


 


(kk)           Subscriber
represents and warrants that Subscriber: (i) has not distributed or reproduced the Memorandum, in whole or in part, at any time,
without the prior written consent of the Company; and (ii) for three (3) years from the date hereof will keep confidential the
existence of the Memorandum and the information contained therein or made available in connection with any further investigation
of the Company and not use the information about the Company for any other purpose.


 


(ll)           If
Subscriber is a trust, this investment, together with all other securities of the Company held by the trust, does not exceed 10%
of the trust assets.


 




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3.           Covenants,
Representations and Warranties of the Company. The Company covenants with, and represents and warrants to, Subscriber as follows:


 


(a)           The
Company is duly organized and validly exists as a corporation in good standing under the laws of the State of Maryland.


 


(b)           The
Company has all such corporate power and authority to enter into, deliver and perform this Subscription Agreement and the Warrant.


 


(c)           All
necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance
of this Subscription Agreement and the Warrant by the Company, and the issuance and sale of the Securities to be sold by the Company
pursuant to this Subscription Agreement and the Warrant. This Subscription Agreement and the Warrant have been duly and validly
authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general
equitable principles.


 


(d)           As
of the date hereof, there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation
pending or to the Company's knowledge threatened, with respect to the Company, or its respective operations, businesses, properties,
or assets, except as properly described in the Memorandum or such as individually or in the aggregate do not now have and will
not, to the best knowledge of the Company, in the future have a material adverse effect upon the operations, business, properties
or assets of the Company. The Company is not, nor as of each Closing Date shall be, in violation of, or in default with respect
to, any law, rule, regulation, order, judgment or decree, except as properly described in the Memorandum or such as individually
or in the aggregate do not have and will not in the future have a material adverse effect upon the operations, business, properties,
or assets of the Company; nor is the Company required to take any action in order to avoid any such violation or default.


 


(e)           To
its best knowledge, the Company has not infringed, is not infringing, nor has received notice of any claim that the Company has
infringed with respect to asserted intellectual property rights (including, without limitation, copyright, patent, trademark,
trade dress, service mark and any other intellectual property rights) of others. To the best knowledge of the Company, none of
the patents, patent applications, trademarks, service marks, trade names and copyrights, and licenses and rights to the foregoing
presently owned or held by the Company, materially infringe upon any like right of any other person or entity. The Company: (i)
owns or has the right to use, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects
or other restrictions of any kind whatsoever, sufficient patents, trademarks, service marks, trade names, copyrights, licenses
and rights with respect to the foregoing, to conduct its business as presently conducted except as set forth in the Memorandum,
and (ii) except as set forth in the Memorandum, is not obligated or under any liability whatsoever to make any payments by way
of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service mark, trade
name, copyright, know-how, technology or other intangible asset, with respect to the use thereof or in connection with the conduct
of its business as now conducted or otherwise. The Company has direct ownership of title to all its intellectual property (including
all United States and foreign patent applications and patents), other proprietary rights, confidential information and know-how.


 




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(f)           The
Units (and component parts) and the Adjustment Shares to be issued and sold to the undersigned as provided in the Memorandum and
in this Subscription Agreement have been duly authorized and when issued and delivered against payment therefor, will be validly
issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum. The Warrants are exercisable
for Common Stock and the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and when issued
and delivered upon exercise and due payment therefor will be validly issued, fully paid and non-assessable and will conform to
the description thereof in the Memorandum; and, except as set forth in the Memorandum, there are no preemptive or other rights
to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of Common Stock issuable to Subscriber
(whether issued directly as part of the Units, upon exercise of the Warrants or issuance of the Adjustment Shares) pursuant to
the Company's certificate of incorporation or by-laws or any agreement or other outstanding instrument to which the Company is
a party or is otherwise known to the Company. The Company has reserved sufficient shares of Common Stock to be issued upon exercise
of the Warrants and for issuance of the Adjustment Shares.


 


4.           Indemnification.
Subscriber agrees to indemnify and hold harmless the Company and its officers, directors, employees, shareholders, agents representatives
and affiliates, and any person acting on behalf of the Company, from and against any and all damage, loss, liability, cost and
expense (including reasonable attorneys’ fees) which any of them may incur by reason of the failure by Subscriber to fulfill
any of the terms and conditions of this Subscription Agreement, or by reason of any breach of the representations and warranties
made by Subscriber herein, or in any other document provided by Subscriber to the Company. All representations, warranties and
covenants of each of Subscriber and the Company contained herein shall survive the acceptance of this subscription.


 


5.           Patriot
Act Compliance. (Terms used in this section are defined in paragraph (d) below.)


 


To
induce the Company to accept the undersigned’s investment, the undersigned hereby makes the following representations, warranties
and covenants to the Company:


 


(a)           The
undersigned represents and warrants that no holder of any beneficial interest in the undersigned’s equity securities of
the Company (each a “Beneficial Interest Holder”) and, no Related Person (in the case the undersigned is an
entity) is or will be:


 


		(1)	A person
                                         or entity whose name appears on the list of specially designated nationals and blocked
                                         persons maintained by the Office of Foreign Asset Control from time to time;



 


		(2)	A Foreign
                                         Shell Bank; or



 




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		(3)	A person
                                         or entity resident in or whose subscription funds are transferred from or through an
                                         account in a Non-Cooperative Jurisdiction.



 


(b)           The
undersigned represents that the bank or other financial institution (the “Wiring Institution”) from which the
undersigned’s funds will be wired is located in a FATF Country.


 


(c)           The
undersigned represents that:


 


		(1)	Neither
                                         it, any Beneficial Interest Holder nor any Related Person (in the case of the undersigned
                                         is an entity) is a Senior Foreign Political Figure, any member of a Senior Foreign Political
                                         Figure’s Immediate Family or any Close Associate of a Senior Foreign Political
                                         Figure;



 


		(2)	Neither
                                         it, any Beneficial Interest Holder nor any Related Person (in the case the undersigned
                                         is an entity) is resident in, or organized or chartered under the laws of, a jurisdiction
                                         designated by the Secretary of the Treasury under Section 311 or 312 of the USA PATRIOT
                                         Act as warranting special measures due to money laundering concerns; and



 


		(3)	Its investment
                                         funds do not originate from, nor will they be routed through, an account maintained at
                                         a Foreign Shell Bank, an “offshore bank,” or a bank organized or chartered
                                         under the laws of a Non-Cooperative Jurisdiction.



 


(d)           Definitions:


 


Close
Associate: With respect to a Senior Foreign Political Figure, a person who is widely and publicly known internationally to
maintain an unusually close relationship with the Senior Foreign Political Figure, and includes a person who is in a position
to conduct substantial domestic and international financial transactions on behalf of the Senior Foreign Political Figure.


 


FATF:
The Financial Action Task Force on Money Laundering.


 


FATF
Country: A country that is a member of FATF. As of September 1, 2003, the countries which are members of FATF are: Argentina;
Australia; Austria; Belgium; Brazil; Canada; Denmark; Finland; France; Germany; Greece; Hong Kong; Iceland; Ireland; Italy; Japan;
Luxembourg; Mexico; Kingdom of the Netherlands; New Zealand; Norway; Portugal; Singapore; South Africa; Spain; Sweden; Switzerland;
Turkey; United Kingdom and United States. For a current list of FATF members see http://www1.oecd.org/fatf/Members_en.htm.


 


Foreign
Bank: An organization which (i) is organized under the laws of a country outside the United States; (ii) engages in the business
of banking; (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or
principal banking operations; (iv) receives deposits to a substantial extent in the regular course of its business; and (v) has
the power to accept demand deposits, but does not include the U.S. branches or agencies of a foreign bank.


 




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Foreign
Shell Bank: A Foreign Bank without a Physical Presence in any country, but does not include a Regulated Affiliate.


 


Government
Entity: Any government or any state, department or other political subdivision thereof, or any governmental body, agency,
authority or instrumentality in any jurisdiction exercising executive, legislative, regulatory or administrative functions of
or pertaining to government.


 


Immediate
Family: With respect to a Senior Foreign Political Figure, typically includes the political figure’s parents, siblings,
spouse, children and in-laws.


 


Non-Cooperative
Jurisdiction: Any foreign country or territory that has been designated as non-cooperative with international anti-money laundering
principles or procedures by an intergovernmental group or organization, such as FATF, of which the United States is a member and
with which designation the United States representative to the group or organization continues to concur. See http://www1.oecd.org/fatf/NCCT_en.htm
for FATF’s list of non-cooperative countries and territories.


 


Physical
Presence: A place of business maintained by a Foreign Bank and is located at a fixed address, other than solely a post office
box or an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, at which location
the Foreign Bank: (a) employs one or more individuals on a full-time basis; (b) maintains operating records related to its banking
activities; and (c) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities.


 


Publicly
Traded Company: An entity whose securities are listed on a recognized securities exchange or quoted on an automated quotation
system in the U.S. or country other than a Non-Cooperative Jurisdiction or a wholly-owned subsidiary of such an entity.


 


Qualified
Plan: A tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer
organized in the U.S. or is a U.S. Government Entity.


 


Regulated
Affiliate: A Foreign Shell Bank that: (a) is an affiliate of a depository institution, credit union or Foreign Bank that maintains
a Physical Presence in the U.S. or a foreign country, as applicable; and (b) is subject to supervision by a banking authority
in the country regulating such affiliated depository institution, credit union or Foreign Bank.


 


Related
Person: With respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such
entity; provided that in the case of an entity that is a Publicly Traded Company or a Qualified Plan, the term “Related
Person” shall exclude any interest holder holding less than 5% of any class of securities of such Publicly Traded Company
and beneficiaries of such Qualified Plan.


 




    	12



    	 



    

 


Senior
Foreign Political Figure: A senior official in the executive, legislative, administrative, military or judicial branches of
a non-U.S. government (whether elected or not), a senior official of a major non-U.S. political party, or a senior executive of
a non-U.S. government-owned corporation. In addition, a Senior Foreign Political Figure includes any corporation, business or
other entity that has been formed by, or for the benefit of, a Senior Foreign Political Figure.


 


USA
PATRIOT Act: The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
(USA PATRIOT Act) Act of 2001 (Pub. L. No. 107-56).


 


6.           Independent
Nature of Subscriber’s Obligations and Rights. The obligations of the Subscriber under this Agreement and any other
documents delivered in connection herewith and therewith (collectively, the “Transaction Documents”) are several
and not joint with the obligations of any other purchaser of Units, and the Subscriber is not responsible in any way for the performance
of the obligations of any other purchaser of Units under any Transaction Document. The decision of the Subscriber to purchase
Units pursuant to the Transaction Documents has been made by the Subscriber independently of any other purchaser of Units. Nothing
contained herein or in any Transaction Document, and no action taken by any purchaser of Units pursuant thereto, shall be deemed
to constitute such purchasers as a partnership, an association, a joint venture, or any other kind of entity, or create a presumption
that the purchasers of Units are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated by the Transaction Documents. The Subscriber acknowledges that no other purchaser of Units has acted as agent for
the Subscriber in connection with making its investment hereunder and that no other purchaser of Units will be acting as agent
of the Subscriber in connection with monitoring its investment in the Units or enforcing its rights under the Transaction Documents.
The Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising
out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other purchaser of Units
to be joined as an additional party in any proceeding for such purpose.


 


7.           Miscellaneous.


 


(a)           Subscriber
agrees not to transfer or assign this Subscription Agreement or any of Subscriber’s interest herein and further agrees that
the transfer or assignment of the Securities acquired pursuant hereto shall be made only in accordance with all applicable laws.


 


(b)           Subscriber
agrees that Subscriber cannot cancel, terminate or revoke this Subscription Agreement or any agreement of Subscriber made hereunder,
and this Subscription Agreement shall survive the death or legal disability of Subscriber and shall be binding upon Subscriber’s
heirs, executors, administrators, successors and permitted assigns.


 


(c)           Subscriber
has read and accurately completed this entire Subscription Agreement and Memorandum.


 




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(d)           This
Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and
may be amended only by a written execution by all parties.


 


(f)           Subscriber
acknowledges it has been advised to consult with his/her/its own attorney regarding this subscription and Subscriber has done
so to the extent that Subscriber deems appropriate. Subscriber understands and agrees that Subscriber has not been represented
in this transaction by counsel to the Company.


 


(g)           Any
notice or other document required or permitted to be given or delivered to the Subscriber shall be in writing and sent: (i) by
registered or certified mail with return receipt requested (postage prepaid) or (ii) by a recognized overnight delivery service
(with charges prepaid).


 


If
to the Company, at:


 


Vaccinogen,
Inc.


5300
Westview Drive, Suite 406


Frederick,
MD 21703


Tel
No.: 301-668-8400


Facsimile
No.: 301-631-2970


Email:
atussing@vaccinogeninc.com


Attention:
Andrew L. Tussing


 


If
to the Subscriber, at its address set forth on the signature page to this Subscription Agreement, or such other address as it
shall have specified to the Company in writing.


 


(h)           Failure
of the Company to exercise any right or remedy under this Subscription Agreement or any other agreement between the Company and
the Subscriber, or otherwise, or delay by the Company in exercising such right or remedy, will not operate as a waiver thereof.
No waiver by the Company will be effective unless and until it is in writing and signed by the Company.


 


(i)           This
Subscription Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Maryland,
as such laws are applied by the Maryland courts except with respect to the conflicts of law provisions thereof, and shall be binding
upon the Subscriber, the Subscriber’s heirs, estate, legal representatives, successors and assigns and shall inure to the
benefit of the Company, its successors and assigns.


 


(j)           Any
legal suit, action or proceeding arising out of or relating to this Subscription Agreement or the transactions contemplated hereby
shall be instituted exclusively in state or federal courts located in County of Frederick, State of Maryland (the “Maryland
Courts”). The parties hereto hereby: (i) waive any objection which they may now have or hereafter have to the venue
of any such suit, action or proceeding, and (ii) irrevocably consent to the jurisdiction of the applicable Maryland Court in any
such suit, action or proceeding. The parties further agree to accept and acknowledge service of any and all process which may
be served in any such suit, action or proceeding in the Maryland Courts and agree that service of process upon a party mailed
by certified mail to such party’s address shall be deemed in every respect effective service of process upon such party
in any such suit, action or proceeding.


 




    	14



    	 



    

 


(k)           If
any provision of this Subscription Agreement is held to be invalid or unenforceable under any applicable statute or rule of law,
then such provision shall be deemed modified to conform to such statute or rule of law. Any provision hereof that may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provisions hereof.


 


(l)
           The parties understand and agree money damages would not be
a sufficient remedy for any breach of the Subscription Agreement by the Company or the Subscriber and that the party against which
such breach is committed shall be entitled to equitable relief, including injunction and specific performance, as a remedy for
any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by either party of the Subscription
Agreement but shall be in addition to all other remedies available at law or equity to the party against which such breach is
committed.


 


(m)           All
pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, singular or plural, as identity
of the person or persons may require.


 


(n)  
         This Subscription Agreement may be executed in counterparts and by
facsimile, each of which shall be deemed an original, but all of which shall constitute one and the same
instrument.


 


[Signature Pages
Follow]


 




    	15



    	 



    

Signature
Page for Individuals:


 


IN
WITNESS WHEREOF, Subscriber has caused this Subscription Agreement to be executed as of the date indicated below.


 


	$______________________($5.50 per
    Unit)	 	 
	Purchase Price	 	Number of Units
	 	 	 
	 	 	 
	Print or Type Name	 	Print or Type Name (Joint-owner)
	 	 	 
	 	 	 
	Signature	 	Signature (Joint-owner)
	 	 	 
	 	 	 
	Date	 	Date (Joint-owner)
	 	 	 
	 	 	 
	Taxpayer Identification Number	 	Taxpayer Identification Number (Joint-owner)
	 	 	 
	 	 	 
	Address	 	Address (Joint-owner)
	 	 	 
	 	 	 
	Telephone Number	 	Telephone Number
	 	 	 
	 	 	 
	Fax Number	 	Fax Number
	 	 	 
	 	 	 
	E-mail Address	 	E-mail Address


 


Type of Ownership


 


		 ̈	Individual



		 ̈	Tenants
                                         in common



		 ̈	Joint
                                         tenants with right of survivorship



		 ̈	Community
                                         property (check only if resident of community property state)



		 ̈	Other
                                         (please specify:____________________)



 




    	16



    	 



    

 


Wiring Instructions:


 


	Bank Name:	 	 
	ABA #:	 	 
	Tel Number:	 	 
	Address:	 	 
	Acct #:	 	 
	Swift Code:	 	 
	Acct. Name:	 	 
	Reference:	 	 


 




    	17



    	 



    

Partnerships,
Corporations or Other Entities:


 


IN
WITNESS WHEREOF, Subscriber has caused this Subscription Agreement to be executed as of the date indicated below.


 


	$ ______________________($5.50 per Unit)	 	 
	Total Purchase Price	 	Number of Units
	 	 	 
	 	 	 
	Print or Type Name of Entity	 	 
	 	 	 
	Address	 	 
	 	 	 
	 	 	 
	Telephone Number	 	 
	 	 	 
	 	 	 
	Fax Number	 	 
	 	 	 
	 	 	 
	Email Address	 	 
	 	 	 
	 	 	 
	Taxpayer I.D. No. (if applicable)	 	Date


 


	By:	 	 	 
	Signature:	Name:	 	Print or Type Name and Indicate
	 	Title:	 	Title or Position with Entity
	 	 	 	 	 


 


	 	 	 
	Signature (other authorized signatory)	 	Print or Type Name and Indicate
	 	 	Title or Position with Entity


 


Type of Ownership


 


		 ̈	Individual



		 ̈	Tenants
                                         in common



		 ̈	Joint
                                         tenants with right of survivorship



		 ̈	Community
                                         property (check only if resident of community property state)



		 ̈	Other
                                         (please specify:____________________)



 




    	18



    	 



    

All subscriptions
from partnerships, corporations, trusts or limited liability companies must be accompanied by resolutions of the appropriate corporate
authority (board of directors, trustee or managing partner or members, as applicable) and trust documents evidencing the authorization
and power to make the subscription.


 


Wiring Instructions:


 


	Bank Name:	 	 
	ABA #:	 	 
	Tel Number:	 	 
	Address:	 	 
	Acct #:	 	 
	Acct. Name:	 	 
	Reference:	 	 


 




    	19



    	 



    

SUBSCRIPTION
ACCEPTANCE BY VACCINOGEN, INC.


 


IN
WITNESS WHEREOF, the Company has caused this Subscription Agreement to be executed, and the foregoing subscription accepted, as
of the date indicated below.


 


	 	Vaccinogen, Inc.
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


Date: _______________________,
2014


 




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