UNSECURED PROMISSORY NOTE


 


Effective April 6, 2012


 


	Name of Investor:  	 


 


	Amount of Investment (“Principal Amount”):  $   	 


 


FOR VALUE RECEIVED, VACCINOGEN,
INC., a Maryland corporation (“Borrower”), promises to pay to the order of the investor named above (“Investor”),
the Principal Amount set forth above and the Interest Payment (as defined below), pursuant to the terms and conditions of this
Unsecured Promissory Note (this “Note”).


 


1.          Related
Notes. This Note is one of several Unsecured Promissory Notes (collectively, the “Related Notes”) being
issued contemporaneously by Borrower to several investors. The aggregate principal amount of all the Related Notes is $1,000,000.
As used herein, the term “Interest Payment” shall mean an additional amount equal to the Principal Amount. For
example, if the Principal Amount of this Note is $20,000, the Interest Payment would be an additional $20,000 and the total amount
due and payable on the Maturity Date (as defined below) would be $40,000. As used herein, the term “Maturity Date”
shall mean a date, after the date hereof, on which a transaction occurs involving the issuance or sale of additional shares of
capital stock, or securities directly or indirectly convertible or exchangeable for capital stock, of Borrower that results in
at least $20,000,000 in gross proceeds to Borrower.


 


2.          Repayment.
Borrower shall repay the Principal Amount and pay the Interest Payment on the Maturity Date. There is no guarantee that the maturity
date will occur and if the Maturity Date does not occur Borrower will have no obligation to repay the Principal Amount to Investor
or make the Interest Payment to Investor.


 


3.          Application
and Place of Payments. All payments made on account of this Note shall be applied first to the payment of any expenses
of collection then due hereunder, second to the payment of Interest Payment then due hereunder, and the remainder shall be applied
to the unpaid Principal Amount. All payments on account of this Note shall be made in lawful money of the United States of America
payable to Investor at Investor’s address set forth on the signature page of this Note, or at such other place(s) as Investor
may at any time and from time to time designate in writing to Borrower.


 


4.          REPRESENTATIONS
AND WARRANTIES OF INVESTOR AND CERTAIN RISK FACTORS RELATING TO NOTE. REPRESENTATION AND WARRANTIES OF INVESTOR AND CERTAIN
RISK FACTORS RELATING TO THE NOTE ARE SUMMARIZED IN ANNEX A.


 


5.          Events
of Default. The occurrence of the following event shall constitute an event of default (“Event of Default”)
under the terms of this Note: the failure of Borrower to make any payment under this Note within fifteen (15) days after the Maturity
Date.


 


6.          No
Assignments; Successors and Assigns. Neither Borrower nor Investor shall assign this Note or any rights hereunder, or delegate
any duties hereunder, without the prior written consent of the other party. This Note shall be binding upon, and shall inure
to the benefit of, Borrower and Investor and their respective successors and permitted assigns.


 


7.          WAIVER
OF JURY TRIAL. BORROWER AND INVESTOR WAIVE ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, DEFENSE OR SUIT OF ANY
KIND OR NATURE ARISING FROM OR RELATING TO THIS NOTE. BORROWER AND INVESTOR ACKNOWLEDGE THAT THIS IS A WAIVER OF A LEGAL RIGHT
AND THAT THEY MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR CHOICE.


 




    	 



    	 



    

 


8.          Business
Days. If any amount due hereunder is due on a date that is not a Business Day (defined below), such amount shall be due
and payable in the next Business Day following such date. As used herein, “Business Day” means any day except
Saturday, Sunday or any day on which banks are authorized or required by law to close in Baltimore, Maryland.


 


9.          Waiver
of Presentment, Etc. Borrower, for itself and its successors and assigns, hereby waives presentment and demand for payment,
protest or notice of protest and nonpayment of this Note. From time to time, without affecting the obligation of Borrower to pay
the outstanding Principal Amount of this Note, Investor may, at the option of Investor, extend the time for payment of principal
hereof, reduce the payments hereunder, release anyone liable on this Note, accept a renewal of this Note, join in any extension
or subordination, or exercise any option or election hereunder. No one or more of such actions shall constitute a novation.


 


10.        Costs
of Collection. Borrower hereby agrees to pay all costs and expenses (including court costs and reasonable attorneys’
fees, whether or not litigation is commenced) incurred by Investor in collecting or attempting to collect or enforce its rights
under this Note.


 


11.        Rights
and Remedies Cumulative. Each right, power and remedy of Investor specified herein or available at law or in equity or
by statute shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for in this
Note or available at law or in equity and the exercise or beginning of the exercise by Investor of any one or more of such rights,
powers or remedies shall not preclude the simultaneous or later exercise by Investor of any or all other rights, powers or remedies.


 


12.        Governing
Law; Venue. 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 without regard to principles of conflicts of laws. The parties hereto consent
to the exclusive jurisdiction and venue of the state and federal courts sitting in the State of Maryland in any action or judicial
proceeding brought to construe, collect or otherwise enforce this Note, and waive any right to challenge or contest such jurisdiction
and venue. It is expressly stipulated and agreed that the investment evidenced by this Note is a “commercial loan”
as defined in the Commercial Law Article of the Annotated Code of Maryland.


 


13.        Notices.
Any notices or other communications required or permitted hereunder shall be in writing and sent by hand delivery, by UPS or FedEx
next-day service, or by registered or certified mail with return receipt requested, postage prepaid to the appropriate address
designated below (or to such other address or addresses as may hereafter be furnished by one party to the other party in compliance
herewith):


 


	 	 To Borrower:	Vaccinogen, Inc.
	 	 	5300 Westview Drive, Suite 406
	 	 	Frederick, Maryland  21703
	 	 	Attention:  Andrew L. Tussing
	 	 	 
	 	 To Investor:	To the address set forth on the signature page of this Note.


 


14.       Counterparts.
This Note may be executed in counterparts, each of which shall be deemed an original, and all of which shall together constitute
one and the same instrument.


 






    	- 2 -



    	 



    

 


IN WITNESS WHEREOF, Borrower has
caused this Note to be executed on its behalf by its duly authorized officer as of the day and year first above written.


 


	 	VACCINOGEN, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


By signing below, Investor hereby acknowledges
and agrees with the terms of this Note, including without limitation, the representations and warranties of Investor contained
herein.


 


	 	 
	 	Print name of Investor
	 	 
	 	 
	 	Signature of Investor, or of an authorized officer of Investor if Investor is not a natural person
	 	 
	 	Address for notices to Investor:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	If Investor is not a natural person, complete the following:
	 	 	 
	 	Print name of

signatory:	 
	 	 	 
	 	Print title of

signatory:          	 


 


Signature Page to Unsecured Promissory
Note


 




    	 



    	 



    

 


ANNEX A


REPRESENTATION AND WARRANTIES OF INVESTOR
AND CERTAIN RISK FACTORS OF INVESTMENT


 


REPRESENTATIONS AND WARRANTIES OF
INVESTOR. INVESTOR HEREBY REPRESENTS AND WARRANTS TO BORROWER AS FOLLOWS:


 


(a)          INVESTOR
UNDERSTANDS THAT MAKING THE INVESTMENT DESCRIBED IN THIS NOTE (THE “INVESTMENT”) INVOLVES SIGNIFICANT RISKS,
INCLUDING WITHOUT LIMITATION, THE RISKS SUMMARIZED IN THE RISK FACTORS INCLUDED BELOW IN THIS ANNEX A.


 


(b)          Investor
has such knowledge and experience in financial and business matters, including business experience in private investments, so as
to be capable of evaluating and understanding, and has evaluated and understood, the merits and risks of making THE INVESTMENT.
Investor is able to bear the substantial economic risks of making THE INVESTMENT, including the possibility that Borrower may be
unable to repay the entire amount of THE INVESTMENT. INVESTOR CAN BEAR THE ECONOMIC RISK OF THIS INVESTMENT AND CAN AFFORD
A COMPLETE LOSS OF ITS INVESTMENT.


 


(c)          Investor
is relying solely on Investor’s own decision, or the advice of Investor’s own advisers, with respect to making THE
INVESTMENT, and has neither received nor relied on any communication from Borrower, any affiliate of Borrower, or any person acting
on behalf of Borrower or any of its affiliates, regarding any legal, investment or tax advice with respect to THE INVESTMENT.


 


(d)          Investor
has had an opportunity to conduct, and has to the extent desired by Investor conducted, a full due diligence investigation of Borrower
and Borrower’s intended use of the proceeds of THE INVESTMENT. Investor has received all due diligence information requested
by Borrower in connection with THE INVESTMENT.


 


(e)          Investor
is accepting this Note for Investor’s own account, for investment and not with a view to, or in connection with, any public
offering or distribution of the same and without any present intention to sell or otherwise transfer this Note.


 


(e)          Investor
understands that neither this Note nor any of the other Related Notes has been, and will not be, registered under the Securities
Act of 1933, as amended (the “33 Act”), or the securities laws of any state OR other jurisdiction. Investor
understands that this Note may not be resold unless subsequently registered under applicable securities laws or unless an exemption
from such registration is available.


 


(f)          INVESTOR
IS AN ACCREDITED INVESTOR, AS SUCH TERM IS DEFINED IN RULE 501(a) of REGULATION D PROMULGATED UNDER THE 33 ACT, ON THE BASIS INDICATED
IN THE INVESTOR QUESTIONNAIRE ATTACHED HERETO AS ANNEX B.


 


(g)          INVESTOR
HAS RECEIVED, READ CAREFULLY AND UNDERSTANDS THE PRIVATE PLACEMENT MEMORANDUM (“PPM”) RELATING TO THE CURRENT EQUITY
CAPITAL OFFERING THE COMPANY IS UNDERTAKING, A COPY OF WHICH IS ATTACHED HERETO AS ANNEX C. INVESTOR UNDERSTANDS AND ACKNOWLEDGES
THAT THE PPM WAS NOT PREPARED TO SUMMARIZE, OR REFERENCE, THIS NOTE AND IS BEING PROVIDED FOR INVESTOR’S REFERENCE TO BETTER
UNDERSTAND THE COMPANY AND ITS OTHER CURRENT CAPITAL RAISING ACTIVITIES.


 




    	 



    	 



    

 


CERTAIN RISK FACTORS OF INVESTMENT


 


If
we do not raise additional capital, WE WILL NOT BE ABLE TO REPAY THE NOTE AND YOUR ENTIRE INVESTMENT WILL BE LOST.


 


Because we have no product revenues and
the Note is not secured, the sole source of funds to repay your investment is from the proceeds (if any) of an additional financing.
We do not have any committed sources of financing and there is no assurance that additional financing will be made available to
us. If no additional financing is made available to us, your entire investment will be lost.


 


No
Collateral and No Guaranty to Secure Loan


 


The Note is not secured
by any collateral. Vaccinogen is solely responsible for repayment of the Investment, and no other person has agreed to guarantee
Vaccinogen’s obligations under the Note. As a result, you will have no recourse against any party other than Vaccinogen and
if Vaccinogen is unable to raise funds through an additional financing there will be no funds available to make payments under
this Note.


 


WE HAVE A HISTORY OF SIGNIFICANT LOSSES
FROM CONTINUING OPERATIONS AND EXPECT TO CONTINUE SUCH LOSSES FOR THE FORESEEABLE FUTURE. 


 


Since our inception,
our expenses have substantially exceeded our revenues, resulting in continuing losses and an accumulated deficit. Because we presently
have no product revenues and we are committed to continuing our product research, development and commercialization programs, we
will continue to experience significant operating losses unless and until we complete the development of OncoVAX and other new
products and these products have been clinically tested, approved by the FDA and successfully marketed.


 


We have devoted our resources
to developing a new generation of products but will not be able to market these products until we have completed clinical testing
and obtain all necessary governmental approvals. In addition, our products are still in development and testing and cannot be marketed
until we have completed clinical testing and obtained necessary governmental approval. Accordingly, our revenue sources are, and
will remain, extremely limited until our products are clinically tested, approved by the FDA and successfully marketed. We cannot
guarantee that our product will be successfully tested, approved by the FDA or marketed, successfully or otherwise, at any time
in the foreseeable future or at all.


 


If we do not raise
additional capital, we will not be able to complete the development, testing and commercialization of our treatment systems OR
CONTINUE AS A GOING CONCERN. 


 


To complete the development and commercialization
of our product, we will need to raise substantial amounts of additional capital. We do not have any committed sources of financing
and we cannot offer any assurances that additional funding will be available in a timely manner, on acceptable terms or at all.


In the event we cannot
raise sufficient capital, we may be required to delay, scale back or eliminate certain aspects of our operations or attempt to
obtain funds through unfavorable arrangements with partners or others that may force us to relinquish rights to certain of our
technologies, products or potential markets or that could impose onerous financial or other terms. Furthermore, if we cannot fund
our ongoing development and other operating requirements we may no longer be able to continue as a going concern.


 


For additional discussion of our business
and the risks associated with an investment in Vaccinogen, please carefully review the PPM attached hereto as Annex C and the “Risk
Factors” included therein.


 




    	 



    	 



    

 


ANNEX B


ACCREDITED INVESTOR QUESTIONNAIRE


 


You represent and warrant
to Vaccinogen, Inc., a Maryland corporation (the “Company”), that you come within one of the categories marked below,
and that for any category marked, you have truthfully set forth the factual basis or reason you come within that category.


 


		A.	Please mark each applicable box:



 


		a.	You are: a bank as defined in Section 3(a)(2) of the Securities Act of 1933, as amended
(the “’33 Act”) or a savings and loan association or other institution as defined in Section 3(a)(5)(A)
of the ‘33 Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to section
15 of the Securities Exchange Act of 1934, as amended (the “’34 Act”); an insurance company as defined
in section 2(13) of the ‘33 Act; an investment company registered under the Investment Company Act of 1940 (the “’40
Act”) or a business development company as defined in section 2(a)(48) of the ‘40 Act; a Small Business Investment
Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act
of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a
state or its political subdivisions, for the benefit of its employees, and such plan has total assets in excess of $5,000,000;
an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 and the investment decisions
are made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance
company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed
plan, with investment decisions made solely by persons that are accredited investors.



 


______________________________________________________


 


______________________________________________________


 


(describe entity)


 


		b.	You are a private business development company as defined in section 202(a)(22) of the Investment
Advisers Act of 1940.



 


		c.	You are a natural person (not a partnership, corporation, etc.) whose individual net worth,
or joint net worth with your spouse, presently exceeds US$1,000,000. The term "net worth" means the excess of total assets
over total liabilities.  In computing net worth, the value of your principal residence and any indebtedness secured by your
principal residence may not be included; other than (1) debt secured by your primary residence that exceeds the fair market value
of your primary residence, or (2) debt secured by your primary residence that you borrowed within the past 60 days not for
the purpose of purchasing your primary residence



 




    	 



    	 



    

 


		d.	You are a natural person who had an individual income in excess of US$200,000, or joint
income with your spouse in excess of US$300,000 in each of the last two calendar years, and you reasonably expect to reach the
same income level in the current calendar year.



 


		e.	You are a director or executive officer of the Company.



 


		f.	You are a corporation, partnership, limited liability company, business
trust, or a non-profit organization within the meaning of Section 501(c)(3) of the United States Internal Revenue Code,
in each case not formed for the specific purpose of potentially making an investment in connection herewith and with total assets
in excess of US$5,000,000.



 


______________________________________________________


 


______________________________________________________


 


(describe entity)


 


		g.	You are a trust (not formed for the specific purpose of potentially making an investment
in connection herewith) with total assets in excess of US$5,000,000, where the purchase is directed by a “sophisticated person”
as defined in Rule 506(b)(2)(ii) promulgated under the Securities Act of 1933. Such “sophisticated person” has the
knowledge and experience in financial and business matters to capably evaluate the merits and risks of the prospective investment.



 


		h.	You are an entity all the equity owners of which are “accredited investors”
within one or more of the above categories.



 


_______________________________________________


 


________________________________________________


 


(describe entity)


 


		i.	You are not a “U.S. Person” as defined in Rule 902 promulgated under the ’33
Act.



 


		B.	OTHER QUESTIONS



 


If the subscriber is a partnership,
limited liability company, grantor trust or “S” corporation, please mark each applicable box:


 


You have assets of substantial
value other than your investment in the Company.


 


You were not formed for
the principal purpose of investing in the Company.


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the party below has executed this Accredited Investor Questionnaire as of the date provided below.


 


FOR ENTITIES:


 


Name of Entity: _______________________________________


 


Signature: ____________________________________________


 


By: _________________________________________________


 


Title: _______________________________________________


 


Date: __________________________________


 


Primary Business Address: ________________________________________________________


 


State of Organization: _______________________________________


 


FOR NATURAL PERSON:


 


Name (PRINT): _______________________________________


 


Signature: ____________________________________________


 


Date: ________________________


 


State and Country of Residence: ________________________________