Exhibit 10.1







 








AMENDMENT TO


 UNSECURED PROMISSORY NOTE 


 


This Amendment (this “Amendment”)
to that $1,600,000 Unsecured Promissory Note dated as of March 31, 2016 (the “Note”), by and between Vaccinogen, Inc.,
a Maryland corporation (“Vaccinogen”) and Dolphin Offshore Partners, LP, a limited partnership formed under
the laws of Delaware (the “Lender”), is effective as of June 30, 2016.


 


WHEREAS, Vaccinogen and the Lender
would like to extend the maturity of the Note to August 15, 2016 subject to the terms and conditions set forth herein and in the
Note; 


 


NOW THERFORE, in consideration of
the mutual covenants, agreements, representations and warranties set forth herein, the parties hereby agree as follows: 


 


Agreement 


 


1.                 
Maturity. Section 3 of the Note is hereby amended and restated in its entirety as follows:


 


Maturity.
The entire Principal Amount and all accrued interest shall become fully due and payable on August 15, 2016 (the “Maturity
Date”); provided that, at any time before the Maturity Date, the Lender may elect to convert part or all of the
outstanding principal and any interest due and payable under the Promissory Note at such time into shares of Vaccinogen’s
common stock, par value $0.0001 per share (the “Common Stock”), at a rate of $2.00 per share by providing written
notice to Vaccinogen of such election (the “Conversion Right”). Upon receipt of such written notice, Vaccinogen
shall issue the corresponding whole number of shares to the Lender within a commercially reasonable period of time. For the avoidance
of doubt, an issuance of the Common Stock pursuant to this paragraph shall not constitute a default under this Note. 


 


2.                 
Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto
in the Note. 


 


3.                 
Effect on the Note. Except as expressly amended or modified by this Agreement, all terms, conditions and covenants
contained in the Note remain in full force and effect.






 


4.                 
Counterparts. This Amendment may be executed by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original, but all such counterparts shall together constitute one and the same
instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all,
of the parties hereto.






 


5.                 
Governing Law. This Note and all actions arising out of or in connection with this Note shall be governed by and
construed in accordance with the laws of the State of Maryland.






 




     


     


    


 


 


IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be executed on their respective behalves by their duly authorized signatories as of July 1, 2016.


 





 


VACCINOGEN, INC.


 


 


By:/s/ Andrew L. Tussing            


Name: Andrew L. Tussing


Title: Chairman and Chief Executive Officer






 


 


AGREED TO AND ACKNOWLEDGED


 


DOLPHIN OFFSHORE PARTNERS, LP


 


 


By:/s/ Peter Salas                        


Name: Peter Salas


Title: General Partner