REGISTRATION RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (hereinafter referred to as the “Agreement”), dated July 18, 2012 by and between
Vaccinogen, Inc., a Maryland Corporation (hereinafter referred to as the “Company”) and Kodiak Capital Group, LLC,
a Delaware Limited Liability Company, with its principal office at 260 Newport Center Drive, Suite 100, Newport Beach CA 92660
(hereinafter referred to as the “Investor”).


 


WHEREAS,
in connection with the Investment Agreement by and between the Company and the Investor of equal date as the Agreement
hereto (the “Investment Agreement”), the Company has agreed to issue and sell to the Investor an indeterminate number
of shares of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”), to be purchased pursuant
to the terms and subject to the conditions set forth in the Investment Agreement, which is hereby incorporated by reference; and


 


WHEREAS,
to induce the Investor to execute and deliver the Investment Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute
(collectively, the “1933 Act”), and applicable state securities laws, with respect to the shares of Common Stock issuable
pursuant to the Investment Agreement.


 


NOW
THEREFORE, in consideration of the foregoing promises and the mutual covenants contained hereinafter and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree
as follows:


 


Section 1.  DEFINITIONS.


 


As used in this Agreement, the following terms shall have the
following meanings:


 


“Effective
Date” means the date that the Registration Statement is filed with the SEC.


 


“Execution
Date” means the date of this Agreement set forth above.


 


“Investor”
means Kodiak Capital Group, LLC, a Delaware limited liability company.


 


“Person”
means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a
governmental or political subdivision thereof or a governmental agency.


 


“Principal
Market” shall mean the American Stock Exchange, Inc., the National Association of Securities Dealers, Inc. Over-the-Counter
Bulletin Board, the NASDAQ National Market System or the NASDAQ SmallCap Market, whichever is the principal market on which the
Common Stock will be listed pursuant to the Company’s plans to become a fully-reporting publicly-listed Company on a Principal
Market.


 




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“Register,”
“Registered,” and “Registration”
refer to the Registration effected by preparing and filing one (1) or more Registration Statements in compliance with the 1933
Act and pursuant to Rule 415 under the 1933 Act or any successor rule providing for offering securities on a continuous basis (hereinafter
referred to as “Rule 415”), and the declaration
or ordering of effectiveness of such Registration Statement(s) by the United States Securities and Exchange Commission (hereinafter
referred to as the “SEC”).


 


“Registrable
Securities” means (i) the shares of Common
Stock issued or issuable pursuant to the Investment Agreement, and (ii)
any shares of capital stock issued or issuable with respect to such shares of Common Stock, if any, as a result of any stock split,
stock dividend, recapitalization, exchange, or similar event or otherwise, which have not been (x)
included in the Registration Statement that has been declared effective by the SEC, or (y)
sold under circumstances meeting all of the applicable conditions of Rule 144 (or any similar provision then in force) under the
1933 Act.


 


“Registration
Statement” means the registration statement or statements of the Company filed under the 1933 Act covering the
Registrable Securities.


 


All capitalized terms used in this Agreement
and not otherwise defined herein shall have the same meaning ascribed to them as in the Investment Agreement.


 


Section
2.  REGISTRATION.


 


(a)
 The Company shall use commercially reasonable efforts to, within ninety (90) days after the date of this Agreement, file
with the SEC the Registration Statement or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable
for such a registration, on such other form as is available for such registration), covering the resale of all of the Registrable
Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such
Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock
splits, stock dividends or similar transactions.  The Company shall initially register for resale not less than 5,000,000
shares of Common Stock which would be issuable on the date preceding the filing of the Registration Statement based on the closing
bid price of the Company’s Common Stock on such date and the amount reasonably calculated that represents Common Stock issuable
to other parties as set forth in the Investment Agreement except to the extent that the SEC requires the share amount to be reduced
as a condition of effectiveness.


 


(b)
 The Company shall use all commercially reasonable efforts to have the Registration Statement(s) declared effective by the
SEC within one hundred twenty (120) calendar days after the Execution Date.


 


(c)
 The Company agrees not to include any other securities in the Registration Statement covering the Registrable Securities
without the Investor’s prior written consent, which the Investor may withhold in its sole discretion. Furthermore, the Company
agrees that it will not file any other Registration Statement for other securities until thirty calendar days after the Registration
Statement for the Registrable Securities is declared effective by the SEC.


 




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Section
3.  RELATED OBLIGATIONS.


 


At such time as the Company is obligated
to prepare and file the Registration Statement with the SEC pursuant to Section 2(a), the Company will use commercially reasonable
efforts to effectuate the registration of the Registrable Securities in accordance with the intended method of disposition thereof
and, with respect thereto, the Company shall have the following obligations:


 


(a)
 The Company shall use all commercially reasonable efforts to cause such Registration Statement relating to the Registrable
Securities to become effective within one hundred twenty (120) days after the Execution Date and shall keep such Registration Statement
effective until the earlier to occur of  the date on which (A)
the Investor shall have sold all the Registrable Securities; or (B)
the Company has no right to Put to the Investor any additional shares of Common Stock under the Investment Agreement (hereinafter
referred to as the “Registration Period”).  The
Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading. The Company shall use all commercially reasonable
efforts to respond to all SEC comments within fifteen (15) business days from receipt of such comments by the Company. The Company
shall use all commercially reasonable efforts to cause the Registration Statement relating to the Registrable Securities to become
effective no later than five (5) business days after notice from the SEC that the Registration Statement may be declared effective.
 The Investor agrees to provide all information which it is required by law to provide to the Company, including, without
limitation, the intended method of disposition of the Registrable Securities, and the Company’s obligations set forth above
shall be conditioned on the receipt of such information.


 


(b)
 The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to
the Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed
pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective during the
Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all
Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities
shall have been disposed of in accordance with the intended methods of disposition by the Investor thereof as set forth in such
Registration Statement.  In the event the number of shares of Common Stock covered by the Registration Statement filed pursuant
to this Agreement is at any time insufficient to cover all of the Registrable Securities, the Company shall amend such Registration
Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover
all of the Registrable Securities, in each case, as soon as practicable, but in any event within thirty (30) calendar days after
the necessity therefor arises (based on the then Purchase Price of the Common Stock and other relevant factors on which the Company
reasonably elects to rely), assuming the Company has sufficient authorized shares at that time, and if it does not, within thirty
(30) calendar days after such shares are authorized.  The Company shall use commercially reasonable efforts to cause such
amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof.


 




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(c)
 The Company shall make available to the Investor whose Registrable Securities are included in any Registration Statement
and its legal counsel without charge:


 


		(i)	promptly after the same is prepared and filed with the SEC at least one (1) copy of such Registration Statement and any amendment(s)
thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits, the prospectus
included in such Registration Statement (including each preliminary prospectus) and, with regards to such Registration Statement(s),
any correspondence by or on behalf of the Company to the SEC or the staff of the SEC and any correspondence from the SEC or the
staff of the SEC to the Company or its representatives; and



 


		(ii)	upon the effectiveness of any Registration Statement, the Company shall make available copies of the prospectus, via EDGAR,
included in such Registration Statement and all amendments and supplements thereto; and



 


		(iii)	such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably request from
time to time in order to facilitate the disposition of the Registrable Securities.



 


(d)
 The Company shall use commercially reasonable efforts to:


 


		(i)	register and qualify the Registrable Securities covered by the Registration Statement under such other securities or “blue
sky” laws of such states in the United States as the Investor reasonably requests;



 


		(ii)	prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations
and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period;



 


		(iii)	take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during
the Registration Period, and



 


		(iv)	take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to do any of the following:



 


		a.	qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), or



		b.	subject itself to general taxation in any such jurisdiction.  



 




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The Company shall promptly notify the Investor who holds Registrable
Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification
of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United
States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


(e)
 As promptly as practicable after becoming aware of such event, the Company shall notify the Investor in writing of the happening
of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue
statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading (hereinafter referred to as “Registration
Default”) and use all diligent efforts to promptly prepare a supplement or amendment to such Registration Statement
and take any other necessary steps to cure the Registration Default (which, if such Registration Statement is on Form S-3, may
consist of a document to be filed by the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as
defined below) and to be incorporated by reference in the prospectus) to correct such untrue statement or omission, and make available
copies of such supplement or amendment to the Investor. The Company shall also promptly notify the Investor of the following:


 


		(i)	when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when the Registration Statement
or any post-effective amendment has become effective;



 


		(ii)	of any request by the SEC for amendments or supplements to the Registration Statement or related prospectus or related information;



 


		(iii)	of the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate;



 


		(iv)	in the event the Registration Statement is no longer effective; and / or




 


		(v)	if the Registration Statement is stale as a result of the Company’s failure to timely file its financials or otherwise.



 


If a Registration Default occurs during the period commencing
on the Put Notice Date and ending on the Closing Date, the Company acknowledges that its failure to cure the Registration Default
within three (3) business days will cause the Investor to suffer damages in an amount that will be difficult to ascertain.  Accordingly,
the parties agree that it is appropriate to include a provision for liquidated damages.  The parties acknowledge and agree
that the liquidated damages provision set forth in the Investment Agreement represents the parties’ good faith effort to
quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute
a penalty.  It is the intention of the parties that interest payable under any of the terms of this Agreement shall not exceed
the maximum amount permitted under any applicable law. If a law, which applies to this Agreement, which sets the maximum interest
amount, is finally interpreted so that the interest in connection with this Agreement exceeds the permitted limits, then: (1)
any such interest shall be reduced by the amount necessary to reduce the interest to the permitted limit; and (2)
any sums already collected (if any) from the Company which exceed the permitted limits will be refunded to the Company.  The
Investor may choose to make this refund by reducing the amount that the Company owes under this Agreement or by making a direct
payment to the Company.  If a refund reduces the amount that the Company owes the Investor, the reduction will be treated
as a partial payment.


 




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(f)
 The Company shall use all commercially reasonable efforts to prevent the issuance of any stop order or other  suspension
of effectiveness of the Registration Statement, or the suspension of the qualification of any of the Registrable Securities for
sale in any jurisdiction and, if such an order or suspension is issued,  to obtain the withdrawal of such order or suspension
at the earliest possible moment and to notify the Investor holding Registrable Securities being sold of the issuance of such order
and the  resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding concerning the effectiveness
of the Registration Statement.


 


(g)
 The Company shall permit the Investor and one (1) legal counsel, designated by the Investor, to review and comment upon the
Registration Statement and all amendments and supplements thereto at least one (1) calendar day prior to their filing with the
SEC.  However, any postponement of a filing of a Registration Statement or any postponement of a request for acceleration
or any postponement of the Effective Date or effectiveness of a Registration Statement by written request of the Investor (collectively,
the “Investor’s Delay”) shall not act to trigger any penalty of any kind or any cash amount due or any in-kind
amount due the Investor from the Company under any and all agreements of any nature or kind between the Company and the Investor.
 The event(s) of an Investor’s Delay shall act to suspend all obligations of any kind or nature of the Company under
any and all agreements of any nature or kind between the Company and the Investor.   


 


(h)
 At the request of the Investor, the Company’s counsel shall furnish to the Investor an opinion letter in form and substance
reasonable and customary for transactions of this nature confirming the effectiveness of the registration statement.  Such
opinion letter shall be issued as of the date of the effectiveness of the registration statement and be in a form suitable to the
Investor. 


 


(i)
 The Company shall hold in confidence and not make any disclosure of information concerning the Investor unless:


 


		(i)	disclosure of such information is necessary to comply with federal or state securities laws;



 


		(ii)	disclosure of such information is necessary in order to obtain effectiveness of a Registration Statement;



 


		(iii)	disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement;



 




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		(iv)	the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental
body of competent jurisdiction;



 


		(v)	such information has been made generally available to the public other than by disclosure in violation of this Agreement or
any other agreement; or



 


		(vi)	the Investor has consented to such disclosure.



 


The Company agrees that it shall, upon learning that disclosure
of such information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through
other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s expense, to undertake appropriate
action to prevent disclosure of, or to obtain a protective order covering such information.


 


(j)
 The Company shall use all commercially reasonable efforts to maintain designation and quotation of all the Registrable Securities
covered by any Registration Statement on the Principal Market.   If, despite the Company’s commercially reasonable efforts,
the Company is unsuccessful in satisfying the preceding sentence, it shall use commercially reasonable efforts to cause all the
Registrable Securities covered by any Registration Statement to be listed on each other national securities exchange and automated
quotation system, if any, on which securities of the same class or series issued by the Company are then listed, if any, if the
listing of such Registrable Securities is then permitted under the rules of such exchange or system.  The Company shall pay
all fees and expenses in connection with satisfying its obligation under this Section 3(j).


 


(k)
 The Company or its designee shall cooperate with the Investor to facilitate the prompt preparation and delivery of certificates
representing the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates to be
in such denominations or amounts, as the case may be, as the Investor may reasonably request (and after any sales of such Registrable
Securities by the Investor, such certificates not bearing restrictive legend).


 


(l)
 RESERVED.


 


(m)
 If requested by the Investor, the Company shall:


 


		(i)	as soon as reasonably practical, incorporate in a prospectus supplement or post-effective amendment such information as the
Investor reasonably determines should be included therein relating to the sale and distribution of Registrable Securities, including,
without limitation, information with respect to the offering of the Registrable Securities to be sold in such offering;



 




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		(ii)	make all required filings of such prospectus supplement or post-effective amendment as soon as reasonably possible after being
notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and



 


		(iii)	supplement or make amendments to any Registration Statement if reasonably requested by the Investor.



 


(n)
 The Company shall use all commercially reasonable efforts to cause the Registrable Securities covered by the applicable Registration
Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to facilitate
the disposition of such Registrable Securities.


 


(o)
 The Company shall otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of
the SEC in connection with any registration hereunder.


 


(p)
 Within one (1) business day after the Registration Statement which includes Registrable Securities is declared effective
by the SEC, the Company shall deliver to the transfer agent for such Registrable Securities, with copies to the Investor, confirmation
that such Registration Statement has been declared effective by the SEC.


 


(q)
 The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to the Registration Statement.


 


Section 4.  OBLIGATIONS OF THE INVESTOR.


 


(a)
 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall
notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement.  It
shall be a condition precedent to the obligations of the Company to complete the Registration pursuant to this Agreement with respect
to the Registrable Securities, and the Investor agrees to furnish to the Company, that information regarding itself, the Registrable
Securities, and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the
registration of the resale of such Registrable Securities, and the Investor shall execute such documents in connection with such
registration as the Company may reasonably request.  The Investor covenants and agrees that, in connection with any sale of
Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution”
section of the then current prospectus relating to such Registration Statement.


 


(b)
 The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested
by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Investor has notified
the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement.


 




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(c)
 The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described
in Section 3(f) or the first sentence of Section 3(e), the Investor will immediately discontinue disposition of Registrable Securities
pursuant to any Registration Statement(s) covering the resale of such Registrable Securities until the Investor’s receipt
of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of Section 3(e).


 


Section
5.  EXPENSES OF REGISTRATION.


 


All reasonable expenses, other than underwriting
discounts and commissions and other than as set forth in the Investment Agreement, incurred in connection with or in any way related
to registrations including comments, filings, or qualifications pursuant to Sections 2 and Section 3, including, without limitation,
all registration, listing, and qualifications fees, printing and accounting fees, and fees and disbursements of counsel for the
Company shall be paid by the Company.


 


Section
6.  INDEMNIFICATION.


 


In the event any Registrable Securities
are included in the Registration Statement under this Agreement:


 


(a)
 To the fullest extent permitted by law, the Company, under this Agreement, will, and hereby does, indemnify, hold harmless,
and defend the Investor who holds Registrable Securities, the directors, officers, partners, employees, counsel, agents, representatives
of, and each Person, if any, who controls, the Investor within the meaning of the 1933 Act or the Securities Exchange Act of 1934,
as amended (hereinafter referred to as the “1934 Act”) (each, hereinafter referred to as an “Indemnified Person”),
against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid
in settlement or expenses, joint or several (collectively, hereinafter referred to as “Claims”), incurred in investigating,
preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before
any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or
not an indemnified party is or may be a party thereto (hereinafter referred to as “Indemnified
Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon:


 


		(i)	Any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment
thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky”
laws of any jurisdiction in which the Investor has requested in writing that the Company register or qualify the Shares (hereinafter
referred to as “Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made,
not misleading;



 




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		(ii)	Any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented,
if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein
any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein
were made, not misleading, or



 


		(iii)	Any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation,
any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant
to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, hereinafter referred
to as “Violations”).  



 


Subject to the restrictions set forth in Section 6(c), the Company
shall reimburse the Investor and each such controlling person, promptly as such expenses are incurred and are due and payable,
for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such
Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a):


 


		1)	Shall not apply to a Claim arising out of or based upon a Violation which is due to the inclusion in the Registration Statement
of the information furnished to the Company by any Indemnified Person expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement thereto;



 


		2)	Shall not be available to the extent such Claim is based on:



 


		a.	A failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company; or



 


		b.	The Indemnified Person’s use of an incorrect prospectus despite being promptly advised in advance by the Company in writing
not to use such incorrect prospectus; or 



 


		c.	Any claims based on the manner of sale of the Registrable Securities by the Investor or of the Investor’s failure to
register as a dealer under applicable securities laws; or



 


		d.	Any omission of the Investor to notify the Company of any material fact that should be stated in the Registration Statement
or prospectus relating to the Investor or the manner of sale; or



 


		e.	Any amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company,
which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Investor pursuant
to the Registration Statement. 



 




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(b)
 In connection with any Registration Statement in which Investor is participating, the Investor agrees to severally and jointly
indemnify, hold harmless and defend, to the  same extent and in the same manner as is set forth in Section 6(a), the Company,
each of its directors, each of its officers who signs the Registration Statement, each Person, if any, who controls the Company
within the meaning of the 1933 Act or the 1934 Act and the Company’s agents (collectively and together with an Indemnified
Person, hereinafter referred to as an “Indemnified Party”), against any Claim or Indemnified Damages to which any of
them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out
of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation is due to the inclusion
in the Registration Statement of the written information furnished to the Company by the Investor expressly for use in connection
with such Registration Statement. Subject to Section 6(c), the Investor will reimburse any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained
in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Investor, which consent shall not be unreasonably withheld; provided, further, however, that the Investor shall
only be liable under this Section 6(b) for  that amount of a Claim or Indemnified Damages as does not exceed the net proceeds
to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement.  Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall
survive the resale of the Registrable Securities by the Investor pursuant to the Registration Statement. Notwithstanding anything
to the contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any preliminary
prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained
in the preliminary prospectus were corrected on a timely basis in the prospectus, as then amended or supplemented.  This indemnification
provision shall apply separately to each Investor and liability hereunder shall not be joint and several. 


 




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(c)
 Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of
any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified
Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to
the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of
the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified
Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its
own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained
by the Indemnified Person or Indemnified Party, the representation by counsel of the Indemnified Person or Indemnified Party and
the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or
Indemnified Party and any other party represented by such counsel in such proceeding.  The indemnifying party shall pay for
only one (1) separate legal counsel for the Indemnified Persons or the Indemnified Parties, as applicable, and such counsel shall
be selected by the Investor, if the Investor is entitled to indemnification hereunder, or the Company, if the Company is entitled
to indemnification hereunder, as applicable.  The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying
party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to
the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such
action or Claim.  The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times
as to the status of the defense or any settlement negotiations with respect thereto.  No indemnifying party shall be liable
for any settlement of any action, claim or proceeding affected without its written consent, provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the
Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified
Person of a release from all liability in respect to such Claim. Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms,
or corporations relating to the matter for which indemnification has been made.  The failure to deliver written notice to
the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party
of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying
party is prejudiced in its ability to defend such action.


 


(d)
 The indemnity agreements contained herein shall be in addition to (i)
any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and
(ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


Section 7.  CONTRIBUTION.


 


To the extent any indemnification by an
indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided,
however, that: (i) no contribution shall be
made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in
Section 6; (ii) no seller of Registrable Securities guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii)
contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received
by such seller from the sale of such Registrable Securities.


 




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Section
8. REPORTS UNDER THE 1934 ACT.


 


With a view to making available to the Investor
the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time
permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that
the Investor holds any Registrable Securities are eligible for resale under Rule 144(b), the Company agrees to:


 


		(a)	Make and keep public information available, as those terms are understood and defined in Rule 144;



 


		(b)	File with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934
Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s
obligations under Section 5(c) of the Investment Agreement) and the filing of such reports and other documents is required for
the applicable provisions of Rule 144; and



 


		(c)	Furnish to the Investor, promptly upon request:



 


		a.	A written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act, and the
1934 Act,



 


		b.	A copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company,
and



 


		c.	such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without
registration.



 


Section 9.  NO ASSIGNMENT OF REGISTRATION RIGHTS.


 


The rights and obligations under this Agreement
shall not be assignable.


 


Section 10.  AMENDMENT OF REGISTRATION RIGHTS.


 


The provisions of this Agreement may be
amended only with the written consent of the Company and Investor.  


 


Section 11.  MISCELLANEOUS.


 


(a)
 Any notices or other communications required or permitted to be given under the terms of this Agreement that must
be in writing will be deemed to have been delivered (i)
upon receipt, when delivered personally; (ii) upon receipt,
when sent by facsimile (provided a confirmation of transmission is mechanically or electronically generated and kept on file by
the sending party); or (iii) one (1) day after deposit with
a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same.  The
addresses and facsimile numbers for such communications shall be:


 




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If to the Company:   


    


Vaccinogen, Inc.


5300 Westview Drive, Suite 406


Frederick, MD 21703


Fax:   (301) 631-2970


 


with a copy to:


 


Indeglia & Carney


1900 Main Street, Suite 300


Irvine, CA 92614


marc@indegliacarney.com


Fax:   (949) 861-3324


 


If to the Investor:


 


Kodiak Capital Group, LLC


260 Newport Center Drive, Suite 100


Newport Beach, CA 92660


ryan@kodiak-capital.com


 


Each party shall provide five (5) business days prior notice
to the other party of any change in address, phone number, facsimile number, or e-mail address.


 


(b)
 Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising
such right or remedy, shall not operate as a waiver thereof.


(c)
  This Agreement and the Equity Line Transaction Documents constitute the entire agreement among the parties hereto with
respect to the subject matter hereof and thereof.  There are no restrictions, promises, warranties, or undertakings, other
than those set forth or referred to herein and therein.


 


(d)
 This Agreement and the Equity Line Transaction Documents supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.


 


(e)
 The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.  Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall
include the feminine.  This Agreement shall not be construed as if it had been prepared by one of the parties, but rather
as if all the parties had prepared the same.


 




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(f)
 This Agreement may be executed in two or more identical counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same agreement.  This Agreement, once executed by a party, may be delivered to the other
party hereto by .PDF of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


(g)
 Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments, and documents, as the other party may reasonably request in order
to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(h)
In case any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid
or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected or
impaired thereby. The normal rule of construction and contractual interpretation that ambiguities should be held against the drafting
party is not operative under this agreement.


 


Section 12.  GOVERNING LAW


 


All disputes arising under this agreement shall be governed
by and interpreted in accordance with the laws of the State of New York without regard to principles of conflict of laws.  


 


[Remainder of page intentionally left blank.]


 




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SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT


 


Your signature on this Signature Page evidences your agreement
to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first
written above. The undersigned signatory hereby certifies that he has read and understands the Registration Rights Agreement, and
the representations made by the undersigned in this Registration Rights Agreement are true and accurate, and agrees to be bound
by its terms.


 


	KODIAK CAPITAL GROUP, LLC	 
	 	 	 
	By:	/s/ Ryan C. Hodson	 
	 	Ryan C. Hodson	 
	 	Managing Director	 
	 	 	 
	VACCINOGEN, INC.	 
	 	 	 
	By:	/s/ Andrew L. Tussing	 
	 	Andrew L. Tussing	 
	 	President & Chief Operating Officer	 
	 	 	 
	By:	/s/ Michael G. Hanna, Jr., Ph.D.	 
	 	Michael G. Hanna, Jr., Ph.D.	 
	 	Chairman & Interim Chief Executive Officer	 


 




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