REGISTRATION
RIGHTS


AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT is made as of the 24th day of June, 2010, by and among Vaccinogen, Inc., a Delaware corporation
(the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to
in this Agreement as “Investor”.


 


RECITALS


 


WHEREAS,
the Company and the Investors are parties to the Stock Exchange Agreement of even date herewith (the “Exchange Agreement”),
and the Company and Intracel Holdings Corporation, a Delaware corporation (“Intracel”) are parties to the
Asset Transfer Agreement of even date herewith (the “Asset Transfer Agreement”); and


 


WHEREAS,
in order to induce the Company and the Investors to enter into the Exchange Agreement and the Asset Transfer Agreement, the
Investors and the Company hereby agree that this Agreement shall govern the rights of the Investors to cause the Company to register
shares of Common Stock issuable to the Investors as set forth in this Agreement.


 


NOW,
THEREFORE, the parties hereby agree as follows:


 


		1.	Definitions. For purposes of this Agreement:



 


1.1    “Affiliate”
means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is
under common control with such Person, including without limitation any general partner, managing member, officer or director of
such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing
members of, or shares the same management company with, such Person.


 


1.2    “Common
Stock” means shares of the Company’s common stock, par value $0.0001 per share.


 


1.3    “Damages”
means any loss, damage, or liability (joint or several) to which a party hereto may become subject under the Securities Act,
the Exchange Act, or other federal or state law, insofar as such loss, damage, or liability (or any action in respect thereof)
arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration
statement of the Company, including any preliminary prospectus, free writing prospectus or final prospectus contained therein or
any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated
therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying
party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation
promulgated under the Securities Act, the Exchange Act, or any state securities law.


 


1.4    “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 




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1.5    “Excluded
Registration” means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary
pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction;
(iii) a registration on any form that does not include substantially the same information as would be required to be included
in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock
being registered is Common Stock issuable upon conversion of debt securities that are also being registered.


 


1.6    
“FINRA” means the Financial Industry Regulatory Authority, Inc.


 


1.7    “Form
S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under
the Securities Act subsequently adopted by the SEC.


 


1.8    “Form
S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities
Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed
by the Company with the SEC.


 


1.9    “Holder”
means any holder of Registrable Securities who is a party to this Agreement.


 


1.10   “Immediate
Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person
referred to herein.


 


1.11   “Initiating
Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.


 


1.12   “IPO”
means the Company’s first underwritten public offering of its Common Stock under the Securities Act resulting in cash
proceeds to the Company of at least $10 million, net of Selling Expenses.


 


1.13   “Person”
means any individual, corporation, partnership, trust, limited liability company, association or other entity.


 


1.14   “Registrable
Securities” means (i) the Common Stock issuable or issued upon conversion of the Series B Preferred Stock; and (ii)
any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued
as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clauses
(i) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable
rights under this Agreement are not assigned pursuant to Section 3.1, and excluding for purposes of Section 2
any shares for which registration rights have terminated pursuant to Section 2.12 of this Agreement.


 


1.15   “Registrable
Securities then outstanding” means the number of shares determined by adding the number of shares of outstanding Common
Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then
exercisable and/or convertible securities that are Registrable Securities.


 




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1.16   “Restricted
Securities” means the securities of the Company required to bear the legend set forth in Section 2.11 hereof.


 


1.17   “SEC”
means the Securities and Exchange Commission.


 


1.18   “SEC
Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.


 


1.19    “SEC
Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.


 


1.20   “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


1.21   “Selling
Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of
Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling
Holder Counsel borne and paid by the Company as provided in Section 2.6.


 


1.22   “Series
B Preferred Stock” means shares of the Company’s Series B Preferred Stock, par value $0.0001 per share.


 


		2.	Registration Rights. The Company covenants and agrees as follows:



 


		2.1	Demand Registration.



 


(a)    Form
S-1 Demand. If at any time after one hundred eighty (180) days after the effective date of the registration statement for
the IPO, the Company receives a request from Holders of forty percent (40%) of the Registrable Securities then outstanding that
the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities
then outstanding, then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the
“Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in
any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration
statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered
and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by
notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case,
subject to the limitations of Section 2.1(c) and Section 2.3.


 




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(b)    Form
S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from
Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration
statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net
of Selling Expenses, of at least $5 million, then the Company shall (i) within ten (10) days after the date such request is given,
give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within
forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under
the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified
by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each
case, subject to the limitations of Section 2.1(c) and Section 2.3.


 


(c)    Notwithstanding
the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a
certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s
Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either
become effective or remain effective for as long as such registration statement otherwise would be required to remain effective,
because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction
involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose
for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange
Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect
to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred eighty (180) days
after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more
than twice in any twelve (12) month period ; and provided further that the Company shall not register any securities for
its own account or that of any other stockholder during such one hundred eighty (180) day period other than an Excluded Registration


 


(d)    The
Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(a)
(i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending
on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided.
that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become
effective; (ii) after the Company has effected one registration pursuant to Section 2.1(a); or (iii) if the Initiating
Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request
made pursuant to Section 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration
pursuant to Section 2.1(b) (i) during the period that is forty-five (45) days before the Company’s good faith estimate
of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration,
provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement
to become effective; or (ii) if the Company has effected two registrations pursuant to Section 2.1(b) within the twelve
(12) month period immediately preceding the date of such request. A registration shall not be counted as “effected”
for purposes of this Section 2.1(d) until such time as the applicable registration statement has been declared effective
by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses
therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such withdrawn
registration statement shall be counted as “effected” for purposes of this Section 2.1(d).


 




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2.2       Company
Registration. If the Company proposes to register (including, for this purpose, a registration effected by the Company for
stockholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public offering of
such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each
Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by
the Company, the Company shall, subject to the provisions of Section 2.3, cause to be registered all of the Registrable
Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate
or withdraw any registration initiated by it under this Section 2.2 before the effective date of such registration, whether
or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses)
of such withdrawn registration shall be borne by the Company in accordance with Section 2.6.


 


		2.3	Underwriting Requirements.



 


(a)    If,
pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request
by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and
the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Company and shall be
reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such
Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such
underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.
All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in
Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.
Notwithstanding any other provision of this Section 2.3, if the managing underwriter(s) advise(s) the Initiating Holders
in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders
shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable
Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including
the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or
in such other proportion as shall mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in
accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to
the nearest one hundred (100) shares.


 




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(b)    In
connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section 2.2,
the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders
accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as
the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total
number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number
of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible
with the success of the offering, then the Company shall be required to include in the offering only that number of such securities,
including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize
the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered
can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the
selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or
in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in
accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to
the nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall the number of Registrable Securities included
in the offering be reduced below twenty-five percent (25%) of the total number of securities included in such offering, unless
such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination
described above. For purposes of the provision in this Section 2.3(b) concerning apportionment, for any selling Holder that
is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders,
and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and
retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,”
and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable
Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.


 


(c)    For
purposes of Section 2.1(a), a registration shall not be counted as “effected” if an underwriter exercises the
underwriter’s cutback provisions in Section 2.3(a).


 


2.4          Obligations
of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the
Company shall, as expeditiously as reasonably possible:


 


(a)    prepare
and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable
efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable
Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days
or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however,
that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains,
at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in
such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered
on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall
be extended for up to sixty (60) days, if necessary, to keep the registration statement effective until all such Registrable Securities
are sold;


 


(b)    prepare
and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with
such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities
covered by such registration statement;


 




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(c)    furnish
to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities
Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable
Securities;


 


(d)    use
its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other
securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that
the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states
or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities
Act;


 


(e)    in
the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the underwriter(s) of such offering;


 


(f)    use
its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed
on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities
issued by the Company are then listed;


 


(g)    provide
a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number
for all such Registrable Securities, in each case not later than the effective date of such registration;


 


(h)    promptly
make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to
such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the
selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s
officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information
in such registration statement and to conduct appropriate due diligence in connection therewith;


 


(i)    notify
each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been
declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and


 


(j)    after
such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement
such registration statement or prospectus.


 


2.5          Furnish
Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section
2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information
regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably
required to effect the registration of such Holder’s Registrable Securities.


 




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2.6          Expenses
of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications
pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees;
fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $20,000, of one counsel
for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however,
that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1
if the registration, request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities
to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities
that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree
to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided
further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition,
business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request
with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses
and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling
Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders
pro rata on the basis of the number of Registrable Securities registered on their behalf.


 


2.7          Delay
of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration
pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation
of this Section 2.


 


2.8          Indemnification.
If any Registrable Securities are included in a registration statement under this Section 2:


 


(a)    To
the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers,
directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined
in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning
of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling
Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating
or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that
the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such claim
or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld,
nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made
in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling
Person, or other aforementioned Person expressly for use in connection with such registration.


 




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(b)    To
the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and
each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company
within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities
Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or
other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or
omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly
for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned
Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding
from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained
in this Section 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement
is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that
in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Sections 2.8(b)
and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder),
except in the case of fraud or willful misconduct by such Holder.


 


(c)    Promptly
after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action (including any
governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Section 2.8, give the indemnifying party notice
of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying
party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense
thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all
other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate
counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified
party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within
a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified
party under this Section 2.8, to the extent that such failure materially prejudices the indemnifying party’s ability
to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have
to any indemnified party otherwise than under this Section 2.8.


 




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(d)    To
provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any party
otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.8 but it is
judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time
to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding
the fact that this Section 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any party hereto for which indemnification is provided under this Section 2.8, then, and
in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they
may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the
indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such
loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault
of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue
or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information
supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information,
and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case, (x) no Holder
will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and
sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Section 2.8(d),
when combined with the amounts paid or payable by such Holder pursuant to Section 2.8(b), exceed the proceeds from the offering
received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by
such Holder.


 


(e)    Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.


 


(f)    Unless
otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations
of the Company and Holders under this Section 2.8 shall survive the completion of any offering of Registrable Securities
in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.


 


2.9          Reports
Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation
of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant
to a registration on Form S-3, the Company shall:


 


(a)    use
commercially reasonable efforts to make and keep available adequate current public information, as those terms are understood and
defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO;


 




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(b)    use
commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements);
and


 


(c)    furnish
to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written
statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days
after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange
Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); (ii) 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 (iii) such other information
as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such
securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange
Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).


 


2.10          “Market
Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter,
during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common
Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on
the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the
case of the IPO, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA
rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public
release within fifteen (15) days of the expiration of the 180-day lockup period, or (y) ninety (90) days in the case of any registration
other than the IPO, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA
rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public
release within fifteen (15) days of the expiration of the 90-day lockup period), (i) lend; offer; pledge; sell; contract to sell;
sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase;
or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable
or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder
or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above
is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section
2.10, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable
to the Holders only if all officers and directors are subject to the same restrictions. The underwriters in connection with such
registration are intended third-party beneficiaries of this Section 2.10 and shall have the right, power, and authority
to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may
be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 2.10
or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all
of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on
the number of shares subject to such agreements, except that, notwithstanding the foregoing, the Company and the underwriters may,
in their sole discretion, waive or terminate these restrictions with respect to up to 50,000 shares of the Common Stock.


 




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2.11        Restrictive
Legend. A copy of this Agreement shall be filed with the Secretary of the Company and shall be kept at its principal executive
office. Upon the execution of this Agreement, each certificate or instrument representing (i) the Series B Preferred Stock, (ii)
the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii),
upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall be stamped or otherwise
imprinted with a legend substantially in the following form:


 


THE
SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.


 


THE
SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE INVESTORS’ RIGHTS AGREEMENT AND
THE REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
COMPANY.


 


2.12        Termination
of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration
pursuant to Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:


 


(a)    the
closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;


 


(b)    when
all of such Holder’s Registrable Securities could be sold without restriction under SEC Rule 144; and


 


(c)    the
three (3) year anniversary of the IPO.


 


		3.	Miscellaneous.



 


3.1        Successors
and Assigns. This Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding
upon, the parties’ respective successors, permitted assigns and legal representatives, provided that no party hereto
may assign such Person’s rights or delegate such Person’s obligations hereunder, except in connection with a sale,
pledge or other transfer of any such Person’s Registrable Securities in accordance with the provisions of the Investors Rights
Agreement of even date herewith by and among the Company and the Investors.


 




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3.2        Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of law.


 


3.3        Counterparts;
Facsimile. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile or
electronic mail transmission of a scanned “.pdf" signature and in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.


 


3.4        Titles
and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing
or interpreting this Agreement.


 


3.5        Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt or: (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic
mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the
recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt
requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight
courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent
to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company
and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or
address as subsequently modified by written notice given in accordance with this Section 6.5, If notice is given
to the Company, a copy shall also be sent to Venable LLP, 750 E. Pratt Street, Suite 900, Baltimore, MD 21202, ATTN: Bryson L.
Cook, Esq.


 


3.6        Amendments;
Waivers; Certain Construction: and Waivers. This Agreement may not be amended modified or supplemented except by a written
agreement of the Company and the Holders of a majority of the Registrable Securities. Any amendment, modification, termination
or waiver so effected shall be binding upon the Company and all the Holders and all of their respective successors and permitted
assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination
or waiver. Notwithstanding the foregoing, this Agreement may not be amended, modified or terminated and the observance of any term
hereunder may not be waived with respect to any Holder without the written consent of such Holder unless such amendment, modification,
termination or waiver applies to all such Holders. No provision of this Agreement shall be construed against or interpreted to
the disadvantage of any party hereto by reason of such party’s or such Person’s counsel having or being deemed to have
structured or drafted such provision. Any agreement on the part of a party hereto to any extension or waiver of any obligation
of any other party hereunder shall be valid only if set forth in an instrument in writing signed on behalf of such party. A waiver
by one party hereto of the performance of any covenant, agreement, obligation, condition, representation or warranty shall not
be construed as a waiver of any other covenant, agreement, obligation, condition, representation or warranty or as a waiver by
any other party. A waiver by any party of the performance of any act shall not constitute a waiver of the performance of any other
act or an identical act required to be performed at a later time.


 






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3.7        Severability.
In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such
invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to
the maximum extent permitted by law.


 


3.8        Aggregation
of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose
of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among
themselves in any manner they deem appropriate.


 


3.9        Entire
Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement
among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter
hereof existing between the parties is expressly canceled.


 


3.10      Dispute
Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the federal and state courts
located within the State of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this
Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in
the federal and state courts located within the State of Delaware, and (c) hereby waive, and agree not to assert, by way of motion,
as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction
of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding
is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the
subject matter hereof may not be enforced in or by such court. Each party will bear its own costs in respect of any disputes arising
under this Agreement. Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in
any federal or state courts located within the State of Delaware having subject matter jurisdiction.


 


EACH
OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 




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3.11      Delays
or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon
any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching
or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar
breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach
or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative.


 


[Remainder
of Page Intentionally Left Blank]


 




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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	VACCINOGEN, INC.
	 	 
	 	By:	/s/ Michael G. Hanna, Jr.
	 	Name: 	Michael G. Hanna, Jr.
	 	Title: 	President and Chief Executive Officer
	 	 	 
	 	INVESTORS:
	 	 
	 	INTRACEL HOLDINGS CORPORATION
	 	 
	 	By:	/s/ Daniel Kane
	 	Name: 	Daniel Kane
	 	Title: 	Chairman of the Board of Directors
	 	 	 
	 	DANIEL FITZGERALD
	 	 
	 	 
	 	Name: Daniel Fitzgerald
	 	 
	 	INTRACEL INVESTMENT LLC
	 	 
	 	By:	/s/ Daniel Kane
	 	Name:	Daniel Kane
	 	Title:	Managing Member
	 	 
	 	DUBLIND PARTNERS
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	K. SCHMIDT
	 	 
	 	/s/ Kennith M
    Schmidt
	 	Name:


 


[SIGNATURE
PAGE TO SERIES B REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


	 	ALLIANCE EQUITIES
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	CHARLES LINDSAY
	 	 
	 	 
	 	Name: Charles Lindsay
	 	 
	 	CURTIS PARTNERSHIP
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	CHARLES DUBROFF
	 	 
	 	/s/ Charles Dubroff
	 	Name:
	 	 
	 	3V SOURCEONE
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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	 	ALAN COHEN
	 	 
	 	/s/ Alan Cohen
	 	Name: Alan Cohen
	 	 
	 	DANIEL KANE
	 	 
	 	/s/ Daniel Kane
	 	Name: Daniel Kane
	 	 
	 	ALBERT NASSI
	 	 
	 	/s/ Albert Nassi
	 	Name: Albert Nassi
	 	 
	 	SQ VENTURES
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	CHRIS HUBER
	 	 
	 	/s/ Chris Huber
	 	Name: Chris Huber


 




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