Exhibit 10.1 





EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of September 19, 2014 (the “Effective Date”),
by and between VACCINOGEN, INC. (the “Company”), and Andrew L. Tussing (the “Executive”).


 


WHEREAS,
prior to the Effective Date, the Executive served as Chief Operating Officer since the Company’s founding on October 2007
and President and Chief Operating Officer of the Company on the terms and conditions set forth in that certain Employment Agreement
dated February 1, 2010, as previously amended by that certain side letter dated December 21, 2010 (the “Current Employment
Agreement”);


 


WHEREAS,
the Company entered into that certain agreement dated April 24, 2014, with The Investment Syndicate (“TIS”), as amended
from time to time (the “TIS Agreement”), pursuant to which TIS agreed (among other things) to purchase shares of the
Company’s common stock for an aggregate purchase price of between $80,000,000 and $110,000,000 on the terms and conditions
set forth therein;


 


WHEREAS,
in approving the TIS Agreement, the Board of Directors of the Company (the “Board”) determined, based on (among other
things) the Company’s need for additional working capital, that it is in the best interests of the Company to consummate
the transactions set forth in the TIS Agreement on the terms and conditions set forth therein;


 


WHEREAS,
pursuant to the terms of the TIS Agreement, the Executive shall become the President and Chief Executive Officer of the Company,
and in order to reflect this change, the Company and the Executive have agreed to amend, restate and supersede the Current Employment
Agreement in its entirety in the manner set forth in this Agreement;


 


WHEREAS,
the Executive recognizes and acknowledges the Company’s legitimate purposes of protecting its Inventions and related
intellectual property rights, Confidential Information (as defined herein), assets, business relationships, and goodwill by (i)
clarifying that the Company is the owner thereof, (ii) avoiding for limited times competition as described herein, and (iii) avoiding
unauthorized use or disclosure of the Company’s Confidential Information at any time.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:


 






    	 



    	 



    

 


1.          Employment.
The Company hereby employs the Executive, upon the terms and conditions set forth herein, as President and Chief Executive
Officer of the Company. The Executive agrees to devote the Executive’s full working time and effort to the business and
affairs of the Company and its affiliates and to perform all services and acts necessary or advisable to fulfill the duties and
responsibilities as are commensurate and consistent with the Executive’s position as may be assigned to the Executive from
time to time by the Company and to perform such duties to the best of the Executive’s ability. Notwithstanding the foregoing,
(i) the Executive with the prior approval of the Company, may serve as a director on other corporate boards, provided that such
activities do not interfere with the performance of the Executive’s duties under this Agreement or create a conflict of
interest or appearance of a conflict of interest with the performance of the Executive’s duties under this Agreement; and
(ii) the Executive may tend to the Executive’s own investments, and pursue civic activities on a volunteer basis, provided
that none of such activities interferes with the performance of the Executive’s duties under this Agreement. The Executive
will report to the Board of the Company.


 


2.          Initial
Term and Additional Term. The term of the Executive’s employment hereunder shall commence on the Effective Date,
and, unless terminated earlier pursuant to Section 4 hereof, shall (i) continue for a term of three (3) years (the “Initial
Term”), and (ii) thereafter be extended for additional one (1) year periods (each, an “Additional Term”), unless
either party, in its discretion, provides written notice of an intention to not renew the Agreement at the end of the Term at
least one hundred and twenty (120) days prior to the end of the Term. As used in this Agreement, “Term” shall refer
to the Initial Term and any Additional Term.


 


3.          Base
Salary, Bonuses, and Benefits.


 


      (a)          Base
Salary. During the Term, the Company agrees to pay to the Executive an annual base salary of Three Hundred and Seventy
Thousand Dollars ($370,000) (the aggregate amount payable hereunder during one year is referred to as the “Base Salary”);
provided, however, that the Base Salary may from time to time be increased (but not reduced) by the Compensation Committee of
the Board (“Compensation Committee”), in its sole discretion. The Base Salary, less all amounts required to be withheld
under applicable law, shall be payable in equal periodic installments (“Base Salary Periodic Installments”) in accordance
with the practice of the Company in effect from time to time for the payment of salaries to executives of the Company, but in
no event less frequently than monthly.


 


      (b)          Bonus.



 


     (1)For
any calendar year during the Term, the Compensation Committee may, in its sole discretion, authorize the Company to pay to the
Executive a bonus of an amount up to one hundred percent (100%) of the Executive’s Base Salary for such calendar year (“Annual
Bonus”). Any such Annual Bonus (less all amounts required to be withheld under applicable law) shall be paid to the Executive
by the March 15th of the calendar year following the calendar year for which it is payable. In order to receive an
Annual Bonus, the Executive must remain an active employee of the Company on and until the date the Annual Bonus is paid.


 






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     (2)The
Company agrees to pay to the Executive a one-time bonus of Two Hundred Fifty Thousand ($250,000) upon the Effective Date, in consideration
of past services performed by the Executive.


 


     (3)Notwithstanding
Section 3(b)(1), if and when the Company becomes subject to the limitation on deductible compensation under Section 162(m) of
the Internal Revenue Code, the Company may, in lieu of (or in addition to) paying an Annual Bonus under the terms and conditions
set forth in Section 3(b)(1), establish a bonus plan intended to meet the requirements for treatment as “performance-based
compensation”, including approval of the bonus by “outside directors”, all as set forth in Section 1.162-27
of the Treasury Regulations (as amended from time to time).


 


(c)         Equity-Based
Grants.


 


             (1)The
Company shall provide the Executive with equity-based compensation as follows: a one-time equity catch up grant to equalize the
Executive with the percentage of ownership typical among other founder/CEOs in the industry, plus annual equity grants in the
types and amounts that are industry standard, in each case as determined by an independent compensation consultant mutually agreeable
to the Compensation Committee and the Executive.


 


             (2)Notwithstanding
Section 3(c)(1), if and when the Company becomes subject to the short-swing profit rules of Section 16(b) of the Securities Exchange
Act of 1934, equity grants that would be subject to such rules shall be made in a manner intended to meet the requirements of
Rule 16b-3 (as amended from time to time), including approval of the grants by “non-employee directors”. Moreover,
grants made under Section 3(c)(1) may be granted under a plan that is designed to satisfy the requirements for treatment as “performance-based
compensation”, including approval of the grant by “outside directors”, all as set forth in Section 1.162-27
of the Treasury Regulations (as amended from time to time), if the Company is subject to the limitation on deductible compensation
under Section 162(m) of the Internal Revenue Code when the grant is made.


 


                                (d)         Benefits.
During the Term, the Company shall provide the Executive with the following benefits:


 


               (1)The
Executive will receive the employee benefits provided to the Company’s rank-and-file employees. In addition, the Executive
shall receive such enhanced employee benefits, including paid time off benefits, as the Compensation Committee determines to be
appropriate for the Executive based on a comparison with peer companies. The Executive agrees that the benefits described in this
Section 3(d)(1) will be provided in accordance with the terms of each plan, arrangement or policy, as the case may be, and any
issues as to entitlement or payment will be governed by the terms of such documents. The Executive further understands that nothing
contained herein shall obligate the Company to adopt any particular benefit plans or programs nor to maintain any such plans or
programs.


 






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             (2)The
Executive shall be entitled to a Pinnacle Care membership (or similar medical concierge membership selected by the Company) covering
the Executive and the Executive’s family at the equivalent to the top membership level as well as a health club membership.


 


             (3)The
Executive shall be entitled to reimbursement by the Company for expenses incurred in a calendar year with respect to tax, financial
and legal planning services (including tax return preparation), up to a maximum of $20,000 per calendar year during the Term.
In addition to the maximum of $20,000 for 2014, the Executive shall be entitled to reimbursement by the Company for the Executive’s
reasonable legal fees incurred in negotiating and drafting this Agreement up to a maximum of $10,000, provided that any such payment
shall be made on or before March 15, 2015.


 


            (4)The
Executive shall be entitled to receive reimbursement from the Company for necessary business expenses reasonably incurred by him
in performing his duties hereunder during the Term. The Company acknowledges that extensive travel, including international travel,
is an integral part of the Executive's duties, and acknowledges that it is important for the Company's purposes for the Executive
to be provided with travel conditions that are safe and comfortable, to enable the Executive to properly perform his duties. To
this end, when the Executive is traveling on Company business, the Executive shall be entitled to travel business or first class,
and shall be provided access to first class airport and train lounges and premium rental car memberships.


 


(e)        Effect
of a Change in Control. In the event of a Change in Control (as defined in Section 3(f)), then the Executive shall vest
in any outstanding equity-based awards granted under Section 3(c). If, as a result of this Agreement, the Executive becomes liable
for payment of taxes under Section 4999 of the Code, the Company shall pay the Executive a tax-gross up payment in an amount that,
after payment of federal, state and local income and employment taxes, equals the amount of taxes payable by the Executive under
Section 4999 of the Code. Such tax gross-up shall be paid by the Company to the Executive no later than the end of the calendar
year in which the Executive remits the respective taxes to the Internal Revenue Service and state/local taxing authorities.


 






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(f)        Change
in Control Defined. “Change in Control” shall mean (except as provided
below) the occurrence of an event described in (1), (2), (3) or (4) below:


 


            (1)upon
any “person,” as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (other than any
shareholder of the Company as of the date of this Agreement, an entity controlled by, controlling or under common control with
such shareholder, the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company,
or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their
ownership of the Company), becoming the beneficial owners (as defined in Rule 13d-3 under the Securities Exchange Act of 1934),
directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s
then outstanding securities (excluding any outstanding, unexercised options or warrants);


 


            (2)upon
any shareholder, as of the date of this Agreement, of the Company or an entity controlled by, controlling or under common control
with such shareholder, becoming the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly
or indirectly, of securities of the Company representing 60% or more of the combined voting power of the Company’s then
outstanding securities;


 


             (3)a
merger or consolidation of the Company or a subsidiary thereof with any other corporation, other than a merger or consolidation
which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting
power of the voting securities of the Company or such surviving entity or such surviving entity’s parent outstanding immediately
after such merger or consolidation;


 


             (4)upon
the approval by the security holders of the Company of a plan of complete liquidation of the Company or an agreement for the sale
or disposition by the Company of all or substantially all of the Company’s assets other than an incorporation transaction.


 


4.             Termination.


 


(a)        General.
The employment of the Executive hereunder (and the Agreement) shall terminate upon expiration of the Term pursuant to Section
2 hereof, unless earlier terminated in accordance with the provisions of this Section 4.


 


(b)        Termination
Upon Death of the Executive. The employment of the Executive hereunder (and the Agreement) shall terminate as of the date
of the Executive’s death, in which event the Company shall have no further obligations or liabilities under this Agreement
(including, without limitation, Section 3 hereof) except to pay to the Executive’s designated beneficiary (or estate or
his personal representative, as the case may be, if no beneficiary has been designated) (i) that portion, if any, of the Base
Salary that remains unpaid for the period prior to the date of death, and (ii) a lump sum cash payment equal to two (2) times
the Base Salary. Such payment shall be made no later than thirty (30) days following the date of the Executive’s death.
Upon the Executive’s death, he shall vest in any outstanding equity (or phantom equity) awards granted under Section 3(c).


 






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(c)         Termination
Upon Disability of the Executive.


 


                                            (1)The
employment of the Executive hereunder (and the Agreement) shall terminate as of the date of the Executive’s Disability (as
defined below), in which event the Company shall have no further obligations or liabilities under this Agreement (including, without
limitation, Section 3 hereof) except to pay to the Executive (i) that portion, if any, of the Base Salary that remains unpaid
for the period prior to the date of Disability, and (ii) a lump sum cash payment equal to two (2) times the Base Salary. Such
payment shall be made upon the Executive’s Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the
Internal Revenue Code) (a "Separation from Service") due to Disability, subject, however, to the requirement under Section
409A(a)(2)(B)(i) of the Internal Revenue Code to delay payment to a “specified employee”, as set forth in Section
18. If the Executive becomes disabled, he shall vest in any outstanding equity or phantom equity awards granted under Section
3(c).


 


                                            (2)For
purposes of the Agreement, “Disability” shall mean that, pursuant to the written determination by two physicians
(one selected by the Company and one selected by the Executive), because of a medically determinable disease, condition, injury,
or other physical or mental disability, the Executive is unable to substantially perform the duties of the Executive required
hereby, and that such disability is determined or reasonably expected to last for a continuous period of one-hundred and eighty
(180) days; provided that, in the event such physicians fail to agree on such determination, such determination shall be made
by a third physician selected by mutual agreement of the first two physicians. If the Executive refuses or fails to select a physician
within fourteen (14) days after a request by the Company, the physician selected by the Company, acting alone, shall make the
determination.


 


                               (d)        Termination
By the Company for Cause.


 


                                             (1)The
employment of the Executive hereunder (and the Agreement) shall be terminated, at the option of the Company, for “Cause”
(as defined herein), upon written notice to the Executive specifying in reasonable detail the reason therefor, in which event
the Company shall have no further obligations or liabilities under the Agreement (including, without limitation, Section 3 hereof)
except to pay to the Executive that portion, if any, of the Base Salary and any prior year bonus (under Section 3(b)(1)) that
remains unpaid for the period prior to the date of termination.


 






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                                            (2)For
purposes of the Agreement, “Cause” shall mean: (i) engagement in dishonesty, willful illegal conduct, or willful gross
misconduct, which is, in each case, materially injurious to the Company; (ii) misappropriation of a material Company business
opportunity; (iii) material violation of a confidentiality or non-competition obligation, (iv) abuse of drugs or alcohol that
results in the Executive being materially adversely affected in the performance of the Executive’s job duties); (v) fraud
by the Executive; (vi) conviction of (including a plea of guilty or nolo contendere to) a felony which has a material effect on
the Company or the Executive's performance; or (vii) the failure to comply with any material obligation imposed upon the Executive
pursuant to the Agreement; provided, however, that if such failure is susceptible of cure, “Cause” shall be deemed
to exist only after the failure has remained uncured for thirty (30) days following receipt by the Executive of written notice
from the Company of the failure. Notwithstanding the foregoing, if the Executive disagrees with the good faith determination of
the Company that there is no cure after the 30-day cure period, the Executive may request that such determination be submitted
to binding arbitration. If the Executive makes such a request for arbitration, the dispute shall be submitted to binding arbitration
before a single arbitrator in accordance with the then existing Employment Dispute Resolution Rules of the American Arbitration
Association (with the prevailing party entitled to recover its fees and costs from the other party), and the termination of the
Executive shall not become effective unless and until it is upheld by a final decision issued through such arbitration process;
provided, that the Company shall have the right, in its sole discretion, to relieve the Executive of all or any portion of his
duties during such arbitration period pending the arbitration decision so long as the Company continues to pay and provide to
the Executive on a timely basis the compensation and benefits that it would otherwise owe to the Executive during such period
under this Agreement.


 


                               (e)        Voluntary
Resignation by the Executive. If the Executive voluntarily terminates employment other than for Good Reason during the
Term, the Company shall have no further obligations or liabilities under the Agreement (including, without limitation, Section
3 hereof) except to pay to the Executive that portion, if any, of the Base Salary and any bonus amounts due that remain unpaid
for the period prior to the date of termination.


 


                               (f)        Termination
by the Company Other than for Cause. 


 


                                           (1)If
the Executive incurs an involuntary Separation from Service for reasons other than for Cause (and for reasons other than death
or Disability), then subject to the Executive meeting the release requirements described in Section 4(f)(2) below, the Executive
shall receive the following payments and benefits (subject to Section 18 below):


 






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(A)
Continued payments in accordance with the schedule of Base Salary Periodic Installments described in Section 3(a), for (i) the
remainder of the Term (not including any renewal terms that have not yet begun, even if the notice period for nonrenewal has expired),
or (ii) one (1) year, whichever is greater (the “Severance Period”). Each such payment shall be equal to two hundred
percent (200%) of the Executive’s Base Salary Periodic Installment amount as of such Separation from Service, and shall
be paid as follows:


 


(i)Payments
that would otherwise have been made within the 90-day period following the Executive’s Separation from Service (had they
commenced with the first regularly scheduled Base Salary Periodic Installment payment date following the Executive’s Separation
from Service) shall be paid in a lump sum on the final regularly scheduled Base Salary Periodic Installment payment date preceding
the end of such ninety (90) day period (unless the Company, in its discretion, decides to make such lump sum payment on an earlier
date within such 90-day period).


 


(ii)Payments
that are not due to be made until after the 90-day period following the Executive’s Separation from Service, based on the
schedule of Base Salary Periodic Installments described in Section 3(a), shall be made when due, based on such schedule.


 


(iii)Notwithstanding
the foregoing, payments under this Section 4(f)(1)(A) shall be subject to the six-month delay for “specified employees”,
if applicable, as described in more detail in Section 18.


 


(B)Continued
medical and dental benefits as provided by the Company from time to time for its employees, at the Company’s expense, for
the period of time equal to the shorter of the Severance Period or the maximum period of COBRA continuation coverage provided
under Section 4980B(f) of the Internal Revenue Code (with such coverage to be treated as COBRA coverage).


 


                                           (2)The
Executive becomes entitled to the payments and benefits described in Section 4(f)(1), only if the Executive executes a release
of claims in favor of the Company in connection with the Executive’s employment in the form attached as Exhibit C, and any
revocation period with respect to such release expires, by the final regularly scheduled paydate preceding the end of the ninety
(90) day period following the Executive's Separation from Service.


 


                                           (3)If
the Executive incurs an involuntary Separation from Service due to the non-renewal of the Agreement at the expiration of an Initial
Term or an Additional Term by the Company without Cause, such Separation from Service shall be treated as an involuntary Separation
from Service without Cause, and the provisions of Sections 4(f)(1) and (2) shall apply.


 






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                                            (4)If
the Executive incurs an involuntary Separation from Service for reasons other than for Cause (and for reasons other than death
or Disability), the Company shall pay to the Executive that portion, if any, of the Base Salary and any bonus amounts due that
remain unpaid for the period prior to the date of termination


 


                               (g)       Resignation
for Good Reason. The Executive may resign the Executive’s employment under this Agreement for Good Reason as set
forth below.


 


                                            (1)“Good
Reason” means one or more of the following conditions arising without the consent of the Executive, upon which the Executive
resigns and incurs a Separation from Service within two (2) years following the initial existence of the condition:


 


(i)A
reduction in the Executive’s base compensation.


 


(ii)A
diminution in the Executive's authority, duties, or responsibilities, including, without limitation, the Board hiring any employee
or contractor over Executive’s written objection, and/or the Board giving any other person similar authority, duties or
responsibilities as the Executive without requiring that person to report to the Executive.


 


(iii)A
requirement that the Executive report to a Company officer or employee instead of reporting directly to the Board.


 


(iv)A
change of seventy-five (75) miles or more in the geographic location of the Executive’s principal office.


 


(v)Any
action resulting in a material negative change to the conditions under which the Executive performs his duties.


 


(vi) 
Any other action or inaction that constitutes a material breach by the Company of this Agreement.


 


                                            (2)When
the Executive becomes aware of a condition that constitutes what the Executive regards as Good Reason under Section 4(g)(1)),
the Executive shall provide the Company with written notice of the basis for Good Reason with sufficient specificity to enable
the Company to attempt to cure the situation. The Executive must provide said notice of Good Reason within ninety (90) days of
the initial existence of the condition that constitutes what the Executive regards as Good Reason. The Company shall then have
thirty (30) business days from receipt of the notice to cure the situation. If the Company fails to cure the situation within
such cure period, the Executive may resign from employment for Good Reason within 90 days after the expiration of such cure period
or a final decision issued through the arbitration process described herein, whichever is later. In the event that the Company
cures the situation(s) that constitutes the basis of the Good Reason as identified in the notice of Good Reason, the Executive
may not terminate based on said notice of Good Reason. If the Company asserts that it has cured the situation, but the Executive
does not agree with such assertion, the Executive may request that such determination be submitted to binding arbitration. If
the Executive makes such a request for arbitration, the dispute shall be submitted to binding arbitration before a single arbitrator
in accordance with the then existing Employment Dispute Resolution Rules of the American Arbitration Association (with the prevailing
party entitled to recover its fees and costs from the other party), and the Executive may not terminate his employment for Good
Reason unless and until the Executive's position (that Good Reason was not cured) is upheld by a final decision issued through
such arbitration process. 


 






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                                            (3)In
the event that the Company cures the matter(s) that constitute(s) the basis of the Good Reason as identified in the Notice of
Good Reason, the Executive may not resign for Good Reason based on said Notice of Good Reason. A resignation of employment by
the Executive after the Good Reason has been cured shall be deemed to be a voluntary resignation without Good Reason under Section
4(e).


 


                                            (4)Upon
a Separation from Service by the Executive for Good Reason, and upon satisfaction of the release requirement described in Section
4(f)(2), the Company shall pay to the Executive the compensation and benefits described in Section 4(f)(1), as though the Executive
had incurred an involuntary Separation from Service without Cause.


 


               5.             Non-Solicitation,
Non-Competition, Confidentiality, and Intellectual Property.


 


                                (a)       Non-Solicitation
and Non-Competition


 


                                            (1)During
the Restriction Period (as defined below), the Executive shall not (without the prior written consent of the Company), in each
instance directly or indirectly, conduct or engage in any Competing Business (as defined below). A “Competing Business”
shall mean the manufacture, provision or development of active or passive immunotherapy treatments for cancer.


 


                                            (2)The
“Restriction Period” shall include (i) the Term (and prior thereto, during the Executive’s employment with the
Company) and (ii) the period after termination or expiration of the Term determined as follows:


 


                                                       (A)If
the employment of the Executive is terminated (or not renewed) for Cause, or if the Executive resigns without Good Reason, the
Restriction Period shall continue until the two (2) year anniversary date of the effective date of such termination (or non-renewal).


 






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                                                        (B)If
(i) the employment of the Executive terminates upon non-renewal of this Agreement pursuant to Section 2 without Cause, (ii) the
employment of the Executive is involuntarily terminated without Cause, or (iii) the Executive terminates employment for Good Reason,
the Restriction Period shall continue until the end of the applicable Severance Period (determined without regard to whether the
Executive actually signs a release of claims and therefore receives the payments and benefits described in Article 4).


 


                                            (3)The
term “conduct or engage in a Competing Business” shall include engaging in any of the following activities, directly
or indirectly, whether with or without compensation, other than carrying on or engaging in activities expressly permitted under
this Agreement:


 


                                                        (A)Conducting
or engaging in a Competing Business as a principal, or on the Executive’s own account, or solely or jointly with others
as a director, officer, agent, employee, consultant or partner, member, stockholder, limited partner or other interest holder
in, or for, any individual or entity that is conducting or engaging in a Competing Business (other than the Executive’s
ownership of two (2) percent or less of the stock of an entity whose stock is traded on a nationally recognized exchange).


 


                                                        (B)As
agent or principal, conducting or engaging in any activities or negotiations with respect to the acquisition or disposition of
a Competing Business.


 


                                                        (C)Extending
credit for the purpose of establishing or operating a Competing Business.


 


                                                        (D)Lending
or allowing the Executive’s name or reputation to be used in a Competing Business.


 


                                            (4)During
the Restriction Period, the Executive shall not, without the prior written consent of the Company or for the Company’s benefit,
in each case directly or indirectly, solicit, raid, entice, induce or offer any person who is then employed by the Company, to
leave the Company’s employment or to become employed by any Person in any business, whether or not it is a Competing Business.


 


                                            (5)During
the Restriction Period, the Executive shall not, without the prior written consent of the Company, in each case directly or indirectly,
solicit business for a Competing Business from any person or entity (each, a “Person”) that is then a customer of
the Company or that is being solicited by the Company.


 


                                            (6)During
the Restriction Period, the Executive shall not, without the prior written consent of the Company, in each case directly or indirectly,
provide, or arrange for or assist in the provision of services by a Competing Business to any Person that is then a customer of
the Company or that is being solicited by the Company.


 






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                               (b)       Confidentiality
and Non-Disclosure.


 


                                            (1)Except
as permitted or directed by the Company or in connection with the Executive’s employment by the Company or one of its subsidiaries
or affiliates, the Executive agrees to keep confidential and not to divulge or use any Confidential Information or Biological
Materials (as these terms are defined below) which the Executive has acquired or become acquainted with during the Executive’s
employment with the Company or any of its subsidiaries or affiliates, whether developed by the Executive or by others. The Executive
agrees to use Confidential Information or Biological Materials only in carrying out the duties and responsibilities related to
the Executive’s employment hereunder and, except in connection therewith, the Executive will not at any time disclose Confidential
Information or Biological Materials to any Person or use the same for another Person’s benefit, or the benefit of anyone
other than the Company. The Executive shall take all reasonable precautions to safeguard Confidential Information and Biological
Materials which is entrusted to the Executive.


 


                                            (2)For
purposes of this Agreement, “Confidential Information” shall mean:


 


                                                        (A)Any
non-public information of the Company that, (i) due to its character and nature, a reasonable Person employed or engaged by the
Company would know was confidential or proprietary, or (ii) that derives independent value from not being generally known to the
public.


 


                                                        (B)Non-public
information regarding or comprising the Company’s customers and customer lists, suppliers and supplier lists, procurement
programs, customer and “net-net” pricing, financial matters, rebates and allowances, business matters, business policies,
sales, marketing, processes, techniques, know-how, trade secrets, strategic, tactical or development plans, personnel information,
or means of doing business.


 


                                                        (C)Other
non-public Company information obtained or developed directly or indirectly by the Executive in the course of the Executive’s
employment.


 


                                                        (D)By
way of illustration, but not limitation, Confidential Information may include inventions, trade secrets, technical information,
know-how, research and development activities of the Company, product and marketing plans, customer and supplier information and
information disclosed to the Company or to the Executive by third parties of a proprietary or confidential nature or under an
obligation of confidence. Confidential Information is contained in various media, including without limitations, patent applications
that are not public record, computer programs in object and/or source code, flow charts and other program documentation, manuals,
plans, drawings, designs, technical specifications, laboratory notebooks, supplier and customer lists, internal financial data
and other documents and records of the Company, whether or not in writing and whether or not labeled or identified as confidential
or proprietary.


 






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                                                        (E)Without
limiting the foregoing, “Confidential Information” shall include any information arising from the Company’s
research and development activities, including but not limited to information relating to the human antibody field (including,
among other things, Oncavert and other vaccines and cancer therapeutic products).


 


                                            (3)As
used herein, “Biological Materials” shall include, without limitation, any and all reagents, substances, chemical
compounds, subcellular constituents, cells or cell lines, organisms and progeny, mutants, derivatives or replications thereof
or therefrom.


 


                                            (4)The
Executive shall not be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized
agency of government; provided that, if available, five days’ notice first be given by the Executive to the Company so a
protective order, if appropriate, may be sought.


 


                                            (5)The
Executive acknowledges that the Company’s Confidential Information and Biological Materials constitute a unique and valuable
asset of the Company and represents a substantial investment of time and expense by the Company and that any disclosure or use
of such Confidential Information or Biological Materials other than for the sole benefit of the Company or any of its subsidiaries
or affiliates would be wrongful and would cause irreparable harm to the Company and/or its subsidiaries and affiliates.


 


                                            (6)The
Executive agrees to return to the Company at any time the Executive separates from the Company’s employment, or earlier
if so requested by the Company, all Confidential Information and Biological Materials in the Executive’s possession, including
any copies made by the Executive, and the relevant documents, diskettes, files, hardware, computers, devices, memories, software
and generally all other materials or devices which contain or embody the same.


 


                                            (7)The
terms of this Section 5(b) shall be applicable to the Executive at all times during the Executive’s employment with the
Company and shall survive the termination of such employment forever.


 






    	-13-



    	 



    

 


                               (c)       Intellectual
Property.


 


                                            (1)The
Executive agrees to promptly disclose to the Company in writing on an ongoing basis whether or not upon request any and all ideas,
concepts, discoveries, inventions, developments, original works of authorship, software programs, software and systems documentation,
trade secrets, technical data, know-how and Biological Materials that are conceived, devised, invented, developed or reduced to
practice or tangible medium by the Executive, under the Executive’s direction or jointly with others during any period that
the Executive was or is employed or engaged by the Company, whether or not during normal working hours or on the premises of the
Company, which, directly or indirectly (i) relate to any actual or anticipated business of the Company, (ii) arise out of, result
from, or are connected with, the Executive’s employment with the Company, or (iii) use (or are otherwise derived from) any
Confidential Information (in each case, hereinafter “Inventions”).


 


                                            (2)The
Executive hereby assigns to the Company all of the Executive’s right, title and interest in and to the Inventions and any
and all related patent rights, copyrights, trademarks, and applications and registrations therefore and any other intellectual
property rights. During and after the Executive’s employment, the Executive shall cooperate with the Company, at the Company’s
expense, in obtaining proprietary protection for the Inventions (and any and all such related intellectual property rights) and
the Executive shall execute all documents which the Company shall reasonably request in order to perfect the Company’s rights
in the Inventions. In the event the Company is unable for any reason, after reasonable effort, to secure the Executive’s
signature on any document needed in connection with the actions specified above, the Executive hereby irrevocably designates and
appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney in fact, which appointment
is coupled with an interest, to act for and on the Executive’s behalf to execute, verify and file any such documents and
to do all other lawfully permitted acts to further the purposes of the provisions above with the same legal force and effect as
if executed by the Executive. The Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever,
which the Executive now or may hereafter have for infringement of any intellectual property rights assigned hereunder to the Company.
The Executive agrees to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other
form that may be required by the Company) of all Confidential Information developed by the Executive and all Inventions created
by the Executive during the period of the Executive’s employment at the Company, which records shall be available to and
remain the sole property of the Company at all times.


 


                                            (3)The
Executive acknowledges that all original works of authorship made by the Executive within the scope of the Executive’s employment
which are protectible by copyright are intended to be “works made for hire”, as that term is defined in Section 101
of the United States Copyright Act of 1976 (the “Act”), and shall be the property of the Company and the Company shall
be the sole author within the meaning of the Act. If the copyright to any such copyrightable work shall not be the property of
the Company by operation of law, the Executive shall, without further consideration, assign to the Company all of the Executive’s
right, title and interest in such copyrightable work and shall cooperate with the Company and its designees, at the Company’s
expense, to secure, maintain and defend for the Company’s benefit copyrights and any extensions and renewals thereof on
any and all such work. The Executive hereby waives all claims to moral rights in any Inventions.


 






    	-14-



    	 



    

 


                                            (4)The
Executive further represents that the attached Schedule A contains a complete list of all inventions made, conceived or first
reduced to practice by the Executive, under the Executive’s direction or jointly with others prior to the execution by the
Executive of this restated Agreement (“Prior Inventions”) and which are not assigned to the Company hereunder. If
there is no such Schedule A attached hereto, the Executive represents that there are no such Prior Inventions.


 


                                            (5)The
Executive hereby represents to the Company that, except as identified on Schedule B, the Executive is not bound by any agreement
or any other previous or existing business relationship which conflicts with or prevents the full performance of the Executive’s
duties and obligations to the Company (including the Executive’s duties and obligations under this or any other agreement
with the Company) during the Executive’s employment.


 


                                            (6)The
Executive understands that the Company does not desire to acquire from the Executive any trade secrets, know-how or confidential
business information that the Executive may have acquired from others. Therefore, the Executive agrees that during the Executive’s
employment with the Company, the Executive shall not improperly use or disclose any proprietary information or trade secrets of
any former or concurrent employer, or any other Person with whom the Executive has an agreement or to whom the Executive owes
a duty to keep such information in confidence. Those Persons with whom the Executive has such agreements or to whom the Executive
owes such a duty are identified on Schedule B.





 


                6.             Remedies
for Breach of Section 5. The Executive acknowledges and agrees that if the Executive breaches any of the provisions of
Section 5 of this Agreement, the Company will suffer immediate and irreparable harm for which monetary damages alone will not
be a sufficient remedy, and that, in addition to all other remedies that the Company may have, the Company shall be entitled to
seek injunctive relief, specific performance or any other form of equitable relief to remedy a breach or threatened breach of
this Agreement by the Executive and to enforce the provisions of this Agreement, and the Executive hereby waives any and all defenses
the Executive may have on the grounds of lack of jurisdiction or competence of a court to grant such an injunction or other equitable
relief. The existence of this right shall not preclude or otherwise limit the applicability or exercise of any other rights and
remedies which the Executive or the Company may have at law or in equity. In any litigation on a claim that the Executive violated
any of the provisions of Section 5, the losing party shall reimburse the prevailing party for its or his reasonable litigation
costs.


 






    	-15-



    	 



    

 


               7.             Interpretation;
Severability.


 


                                (a)The
Executive has carefully considered the possible effects on the Executive of the covenants not to compete and other obligations
contained in this Agreement, and the Executive (i) recognizes that the Company has made every effort to limit the restrictions
placed upon the Executive to those that are reasonable and necessary to protect the Company’s and its affiliates’
legitimate business interests, and (ii) acknowledges and agrees that the restrictions set forth in this Agreement are reasonable
and necessary in order to protect the Company’s and its affiliates’ legitimate business interests.


 


                                (b)It
is the intention of the parties hereto that the covenants, provisions, and agreements contained herein shall be enforceable to
the fullest extent allowed by law. If any covenant, provision, or agreement contained herein is found by a court having jurisdiction
to be unreasonable in duration, geographic scope, or character of restrictions, such covenant, provision, or agreement shall not
be rendered unenforceable thereby, but rather the duration, geographic scope, or character of restrictions of such covenant, provision,
or agreement shall be deemed reduced or modified with retroactive effect to render such covenant, provision, or agreement reasonable,
and such covenant, provision, or agreement shall be enforced as modified. The parties hereto agree that if a court having jurisdiction
determines, despite the express intent of the parties hereto, that any portion of the covenants, provisions, or agreements contained
herein are not enforceable, the remaining covenants, provisions, and agreements herein shall be valid and enforceable. Moreover,
to the extent that any provision is declared unenforceable, the Company shall have any and all rights under applicable statutes,
civil law, or common law to enforce its rights with respect to any and all Confidential Information or unfair competition by the
Executive.


 


               8.             Applicable
Law; Jurisdiction; Company Policies; Compensation Committee.


 


                                (a)The
parties shall use their best efforts to resolve amicably any and all disputes relating to this Agreement (“Disputes”).
Subject to preemption by federal law, all Disputes arising under this Agreement shall be determined pursuant to the laws of the
State of Maryland, regardless of applicable principles of conflicts of laws. Except for disputes that must be submitted to binding
arbitration under the provisions of this Agreement, the parties irrevocably submit to the exclusive jurisdiction of (1) the courts
of the State of Maryland or (2) if federal jurisdiction exists, to the United States District Court of Maryland. THE PARTIES
AGREE TO WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT.


 






    	-16-



    	 



    

 


                                (b)Notwithstanding
any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the
Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under
any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be
required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by
the Company pursuant to any such law, government regulation or stock exchange listing requirement).


 


                                (c)All
references in this Agreement to the Board shall be deemed to refer to the Compensation Committee with respect to items within
the authority of the Compensation Committee.


 


               9.             Mitigation
and Offset. Notwithstanding anything herein to the contrary, the Executive will not be required to seek other employment
if the Executive’s employment terminates under circumstances that entitle the Executive to benefits under Sections 4(f)
or 4(g) herein.


 


               10.           Notices.
All notices and communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given
and effective when received if (i) personally delivered, (ii) mailed by registered or certified mail, postage prepaid,
return receipt requested, or (iii) sent by other delivery services providing evidence of delivery, to the following:


 


                If
to the Executive:


 


                Andrew
L. Tussing


                10212
Little Brick House Court


                Ellicott
City, Maryland 21042


 


                If
to the Company:


                                Vaccinogen,
Inc.


5300
Westview Drive, Suite 406


Frederick,
Maryland 21703


 


or to such
other address as a party provides (in accordance herewith) to the other party from time to time.


 


               11.           Entire
Agreement; Amendment; Waiver. This Agreement constitutes the entire agreement between the parties pertaining to the subject
matter hereof, and supersedes any and all prior and contemporaneous agreements, understandings, negotiations, and discussions
of the parties, whether oral or written. No amendment, modification, or waiver of this Agreement shall be binding unless executed
in writing by all of the parties hereto, or in the case of a waiver, by the party for whom such benefit was intended. No waiver
of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement,
whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly so provided in writing.


 






    	-17-



    	 



    

 


               12.           Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors, and assigns; provided, however, that the Executive may not assign any of the Executive’s
rights or obligations hereunder without the prior written consent of the Company.


 


                13.           Representation
by Counsel. Each of the parties hereto acknowledges that (i) they have read the Agreement in its entirety and understands
all of its terms and conditions, (ii) they have had the opportunity to consult with any individuals of their choice regarding
their agreement to the provisions contained herein, including legal counsel of their choice, and any decision not to do so was
theirs alone, and (iii) they are entering into the Agreement of their own free will, without coercion from any source. Venable
LLP has represented the Company, not the Executive, in connection with this Agreement.


 


               14.           Indemnification;
Insurance; Assistance with Legal Action. 


 


                                (a)The
Company shall indemnify and hold the Executive harmless, to the maximum extent permitted by law, against judgments, fines, amounts
paid in settlement and reasonable expenses, including attorneys’ fees, incurred by the Executive in connection with the
defense of, or as a result of any action or proceeding (or any appeal from any action or proceeding) in which the Executive is
made or is threatened to be made a party by reason of the fact that the Executive is or was an officer of the Company, other than
a breach by the Executive of any of the Executive’s obligations under this Agreement.


 


                                (b)The
Executive agrees that the Executive will, upon reasonable notice, furnish such information and assistance to the Company as may
be reasonably required by the Company in connection with any litigation, or governmental inquiry or proceeding, in which it or
any of its predecessors, successors, subsidiaries, officers, directors, shareholders, agents, affiliates, investors, and attorneys
is, or may become, a party or otherwise involved.


 


               15.           Interpretation.
The parties and their respective legal counsel actively participated in the negotiation and drafting of this Agreement, and
in the event of any ambiguity or mistake herein, or any dispute among the parties with respect to the provisions hereto, no provision
of this Agreement shall be construed unfavorably against any of the parties on the ground that they or their counsel was the drafter
thereof.


 






    	-18-



    	 



    

 


               16.           Survival.
The provisions of Sections 4 through 14, inclusive, shall survive the termination of this Agreement.


 


               17.           Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together
shall constitute one and the same Agreement.


 


               18.           Section
409A. The parties intend that the payments and benefits to which the Executive is entitled hereunder shall comply with
or meet an exemption from Section 409A of the Internal Revenue Code.  In this regard:


 


                                (a)Notwithstanding
anything in this Agreement to the contrary, all cash amounts that become payable under this Agreement shall be paid no later than
March 15 of the year following the year in which such amounts are earned or become vested, shall qualify for the exception for
“separation pay” set forth in Section 1.409A-1(b)(9) of the Treasury Regulations or another exemption under Section
409A of the Internal Revenue Code, or shall comply with Section 409A of the Internal Revenue Code. 


 


                                (b)Payments
subject to Section 409A of the Internal Revenue Code that are due upon termination of employment shall be made only upon “separation
from service” within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code, and shall be subject to the 6-month
payment delay described in Section 409A(a)(2)(B)(i) of the Internal Revenue Code if Section 409A(a)(2)(B)(i) of the Internal Revenue
Code is applicable and the Executive is a “specified employee” as described therein. Payments subject to such 6-month
delay shall not be paid until the first payroll date that occurs after the date that is six (6) months following the Executive’s
Separation from Service. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump
sum to the Executive on the first payroll date that occurs after the date that is six (6) months following the Executive’s
Separation from Service.  If the Executive dies during the postponement period prior to the payment of postponed amount,
the amounts withheld on account of Section 409A of the Internal Revenue Code shall be paid to the personal representative of the
Executive’s estate within sixty (60) days after the date of the Executive’s death.


 


                                (c)Notwithstanding
anything herein to the contrary, any taxable reimbursements provided under this Agreement shall be subject to the following requirements:
(i) no reimbursement shall affect the expenses eligible for reimbursement in any other calendar year; (ii) the Executive shall
submit to the Company such statements and other evidence supporting the expenses to be reimbursed no later than as the Company
may reasonably require; provided, however, that the reimbursement deadlines for the Executive shall not be shorter than the deadlines
that apply to similarly-situated executives of the Company; (iii) all reimbursements shall be made no later than December 31 of
the calendar year following the calendar year in which such related expenses were incurred; and (iv) the right to any reimbursements
shall not be subject to liquidation or exchange for another benefit.


 






    	-19-



    	 



    

 


                                (d)In
the event that it is determined that the terms of this Agreement do not comply with Section 409A of the Internal Revenue Code,
the parties will negotiate reasonably and in good faith to amend the terms of this Agreement so that it complies (in a manner
that preserves the economic value of the payments and benefits to which the Executive may become entitled) so that payments are
made within the time period and in a manner permitted by the applicable Treasury Regulations.


 


                                (e)If
any payment due or made by the Company to the Executive under the terms of this Agreement or otherwise is subject to interest,
penalties or additional tax under Section 409A, then the Executive shall be entitled to receive an indemnification payment (“Section
409A Indemnification Payment”) in an amount equal to the sum of (1) the Section 409A interest, penalties and additional
tax attributable to any such payment, (2) any federal, state and local income taxes, employment taxes (including FICA) or other
taxes payable by the Executive with respect to (A) the payment due under clause (1) above, and (B) the payment due under this
clause (2), plus (3) reimbursement for attorneys’ fees actually and reasonably incurred by the Executive in contesting the
application of Section 409A, in order to put the Executive in the same position he would have been in if the Section 409A interest,
penalties and additional tax did not apply to such payment. That portion of the Section 409A Indemnification Payment provided
for in clauses (1) and (2) of this Section 18(d) shall be paid to the Executive not less than ten (10) business days prior to
the Executive remitting the related taxes and penalties, and that portion of the Section 409A Indemnification Payment provided
for in clause (3) of this Section 18(d) shall be paid to the Executive no later than thirty (30) days after the Executive incurs
the attorneys’ fees.


  


[SIGNATURES
ON FOLLOWING PAGE]


 




    	-20-



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative, and the Executive
has executed this Agreement, each as of the Effective Date.


  





	WITNESS/ATTEST:	 	COMPANY:
	 	 	 	 
	 	 	Vaccinogen, Inc.
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Benjamin S. Carson (SEAL)
	 	 	 	Benjamin S. Carson, MD
	 	 	 	Chairman of the Board of Directors
	 	 	 	 
	 	 	Date:	 9/17/14
	 	 	 	 
	 	 	EXECUTIVE:
	 	 	 	 
	 	 	 	 
	 	 	/s/Andrew L. Tussing
    (SEAL)
	 	 	Andrew L. Tussing
	 	 	 	 
	 	 	Date:	 9/19/14







  





 



    	-21-



    	 



    

 





SCHEDULE
A





 


PRIOR
INVENTIONS


 


See Section 5(c)(4) of the Employment
Agreement


  


 


The following
is a complete list of all Prior Inventions


  








	 x	 	No Prior Inventions
	 	 	 
	 	 	 
	 	 	See below for description of Prior Inventions
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Additional Sheets Attached
	 	 	 







  


If the Executive
is claiming any Prior Inventions above, the Executive agrees that, if in the course of the Executive’s employment with the
Company, the Executive incorporates into a Company product, process or machine, a Prior Invention owned by the Executive or in
which the Executive has an interest, the Company shall automatically be granted and shall have a non-exclusive, royalty-free,
irrevocable, transferable, perpetual world-wide license to make, have made, modify, use and sell such Prior Invention as part
of, or in connection with, such product, process or machine.


 









    	-22-



    	 



    

 


SCHEDULE
B





 


PRIOR
COMMITMENTS


 


See Section 5(c)(5) of the Employment
Agreement


 









    	-23-



    	 



    

 


SCHEDULE
C





 


FORM OF
RELEASE AGREEMENT


 


See Section 4(f)(2) of the Employment
Agreement


 




    	-24-



    	 



    

 


Vaccinogen,
Inc.

Separation Agreement and General Release


 


In
connection with your separation from employment with Vaccinogen, Inc., please read the following agreement carefully and, if you
are willing to be bound by its terms, sign below.


 


I,
ANDREW L. TUSSING, hereby enter into a Separation Agreement and General Release (“Agreement”) with Vaccinogen, Inc.
and its affiliates (“Vaccinogen”) according to the following terms and conditions.


 


1.I
agree that my employment with Vaccinogen (the “Company”) will terminate effective _____________________ (the “Separation
Date”).


 


2.I
understand that, by signing and not canceling this Agreement, I will be entitled to receive severance payments and benefits, as
described in Section 4(f) of my Employment Agreement dated ____________ (“Employment Agreement”). I agree that these
payments and benefits are sufficient consideration for me to sign this Agreement. I understand that, by entering into this Agreement,
neither I nor Vaccinogen is admitting any wrongdoing or liability in any respect. I understand that my decision whether to enter
this Agreement will in no way affect my receipt of any pension, health care, or other benefits to which I am entitled as of my
Separation Date under the Employment Income Security Act of 1974 (ERISA). Vaccinogen will not discriminate against me with respect
to my benefits under ERISA or in any other way interfere with my rights to employee benefits under ERISA or any other applicable
laws. Vaccinogen will comply with its COBRA obligations.


 


3.Release.
Employee, on behalf of himself and his agents, attorneys, heirs, executors, administrators, successors, assigns, and any other
person or entity who could now or hereafter assert a claim in Employee’s name or on Employee’s behalf, hereby releases
and forever discharges Vaccinogen, its predecessors, affiliates, and successors and its or their past, present and future officers,
trustees, directors, employees, agents, insurers, attorneys and representatives, from any and all complaints, grievances, demands,
damages, lawsuits, actions, and causes of action (collectively referred to as “Claims”) that have arisen or may have
arisen at any time up to and including the date and time of Employee’s execution of this Agreement, which Employee has or
may have against any one or more of them for any reason whatsoever, whether in law, or in equity, whether under federal,
state, local or other law, whether known or unknown, including any Claims relating to any employment contract, compensation, benefits,
leave of absence, emotional distress or defamation, any Claims relating to any employment discrimination law, including without
limitation Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act,
the Americans with Disabilities Act, the Family & Medical Leave Act, all as amended, any Claims relating to any other employment
statute or regulation, including but not limited to the Maryland Wage Payment and Collection Act or the Employee Retirement Income
Security Act of 1974, all as amended, or any Claims relating to Employee’s employment or termination of employment, and
any claim for costs or attorneys’ fees. Employee acknowledges that he is providing a general release, and agrees, without
limiting the generality of the release, not to file any action to seek damages for himself based on any Claims that are released
in this Section. Employee further hereby unconditionally waives any and all rights to recover, and will not seek or accept, any
damages based on any Claims that are released in this Section. Employee represents and warrants that he has not previously filed
or joined in any such Claims against Vaccinogen or any person or entity released herein, and that Employee has not given or sold
any portion of any Claims released herein to anyone else.


 






    	-25-



    	 



    

 


4.No
Admission. Employee agrees that nothing in this Agreement shall constitute or be treated as an admission of liability or wrongdoing
by Vaccinogen or by Employee.


 


5.Return
of Information And Property. Employee represents that he shall return to Vaccinogen the originals and all copies of all files,
materials, documents or other property and equipment belonging to or relating to the business of Vaccinogen, no later than his
Separation Date.


 


6.Modification;
Severability. The Parties agree that if a court of competent jurisdiction finds that any term of this Agreement is for any
reason excessively broad in scope, duration, or otherwise, that term shall be construed and/or modified in a manner to enable
it to be enforced to the maximum extent possible. Further, the covenants in this Agreement shall be deemed to be a series of separate
covenants and agreements. If, in any judicial proceeding, a court of competent jurisdiction shall refuse to enforce any of the
separate covenants deemed included herein, then wholly unenforceable covenants shall be deemed eliminated from the Agreement for
the purpose of such proceeding to the extent necessary to permit the remaining separate covenants to be enforced in such proceeding.


 


7.Non-Disclosure.
Employee agrees that he has kept and will keep the terms of this Agreement and the discussions leading to the Agreement confidential
and that Employee has not disclosed and will not disclose the terms to any person (other than Employee’s immediate family,
legal counsel, and financial and tax advisors or as required by law or court order). Employee also acknowledges and agrees that
the attorney(s), tax advisor(s), and other authorized individuals, as described above, will be informed of and bound by the confidentiality
provisions of this Agreement. No provision of this Agreement shall be construed as prohibiting Employee from providing truthful
and accurate information in response to a valid subpoena issued by a court of competent jurisdiction or other duly authorized
entity. However, Employee agrees to notify Vaccinogen by contacting Vaccinogen immediately upon receipt of such a subpoena, so
that Vaccinogen has a reasonable opportunity to protect its interests, including moving to quash the subpoena if necessary.


 


8.Nondisparagement.
Employee agrees that he will not make any disparaging statements to any person or entity, including but not limited to the media,
regarding Vaccinogen, Vaccinogen’s business, or Vaccinogen’s employees, agents, officers or directors.


 


9.Entire
Agreement. In executing this Agreement, each party acknowledges that it does not rely upon any representation or statement
with regard to the subject matter contained herein, other than those explicitly stated in this Agreement. This Agreement, and
the provisions of the Employment Agreement which survive termination of the Employment Agreement, contain the entire agreement
between the parties relating to the subject matter of this Agreement and supersede all prior discussions, negotiations and agreements
relating to the subject matter hereof. This Agreement may not be altered or amended except by a writing signed by both parties.


 


10.Miscellaneous.


 


(a)Neither
the waiver by either party of a breach of or default under any of the provisions of the Agreement, nor the failure of such party,
on one or more occasions, to enforce any of the provisions of the Agreement or to exercise any right or privilege hereunder shall
thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any provisions,
rights or privileges hereunder.


 






    	-26-



    	 



    

 


(b)This
Agreement shall be governed by, and construed in accordance with, the laws of Maryland, excluding the choice of law rules thereof.
The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not
strictly for or against either party.


 


		14.	Acknowledgment.
                                         With respect to the general release in Section 3, Employee agrees and understands that
                                         he is specifically releasing all Claims under the Age Discrimination in Employment Act
                                         (29 U.S.C. § 621, et seq.), as amended. Employee acknowledges that he has
                                         read and understands this Agreement and executes it voluntarily and without coercion.
                                         Employee further acknowledges that he has had full opportunity to consult with an attorney
                                         prior to executing this Agreement, and that Employee has been advised in writing herein
                                         to do so. In addition, Employee has been given twenty-one days to consider, execute,
                                         and deliver this Agreement to Vaccinogen unless Employee voluntarily chooses to execute
                                         this Agreement before the end of the 2l day period. Employee understands that he has
                                         seven days following his execution of this Agreement to revoke it in writing, and that
                                         this Agreement is not effective or enforceable until after this seven-day period. For
                                         such revocation to be effective, notice must be received by Vaccinogen no later than
                                         the end of the seventh calendar day after the date by which Employee signed this Agreement.
                                         Employee expressly agrees that, in the event he revokes this Agreement, the Agreement
                                         shall be null and void and have no legal or binding effect whatsoever, and Employee shall
                                         not be entitled to any of the payments described in Section 2 or other commitments made
                                         by Vaccinogen in this Agreement. If Employee does not revoke this Release, he understands
                                         and agrees that it will become fully enforceable immediately after the seven-day revocation
                                         period has expired. The parties recognize that Employee may elect to sign this Agreement
                                         prior to the expiration of the 21-day consideration period specified herein, and Employee
                                         agrees that if he elects to do so, such election is knowing and voluntary and comes after
                                         full opportunity to consult with an attorney.



 




    	-27-



    	 



    

  


In
Witness Whereof, the Parties, intending to be bound hereby, execute this Agreement:


 





	 	By:	 	 
	 	 	ANDREW L. TUSSING	Date
	 	 	 	 
	 	Vaccinogen, Inc.	 
	 	 	 
	 	By:	 	 
	 	 	[name] 	Date









 








    	-28-