VACCINOGEN, INC.


 


AMENDMENT NO. 2 TO

NOTE AND WARRANT PURCHASE AGREEMENT


 


THIS AMENDMENT NO. 2 TO NOTE AND WARRANT
PURCHASE AGREEMENT is dated as of the ___ day of ______________, 2012, by and between Vaccinogen, Inc., a Maryland corporation
(the “Company”), and The Abell Foundation, Inc., a Maryland corporation (the “Purchaser”).


 


RECITALS


 


Reference is made to that certain Note and
Warrant Purchase Agreement dated October 26, 2011, by and between the Company and the Purchaser, as amended by that certain Amendment
No. 1 to Note and Warrant Purchase Agreement dated February 16, 2012, by and between the Company and the Purchaser (as amended,
the “Existing Agreement,” and the Existing Agreement, as amended by this Amendment No. 2, the “Agreement”),
pursuant to which the Purchaser agreed to purchase from the Company a promissory note (the “Existing Note”)
in the maximum principal amount of One Million Eight Hundred Thousand Dollars ($1,800,000.00) and to purchase the “Warrant”
as therein defined (the “Existing Warrant”). In order to amend the Existing Agreement, inter alia,
to extend the maturity of the Existing Note, and to modify the terms of the Existing Warrant as hereinafter provided, the parties
hereto have entered into this Amendment No. 2.


 


NOW, THEREFORE, in consideration of
the premises and the mutual covenants set forth herein, and such other consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


 


1.          All
capitalized terms not otherwise defined herein which are defined in the Agreement shall have the same meanings assigned to them
in the Agreement.


 


2.          All
references to (a) “this Agreement” in the Agreement shall mean the Existing Agreement as amended by this Amendment
No. 2, (b) the “Note” in the Agreement and in the other Transaction Documents shall mean a promissory note in substantially
the form attached hereto as Exhibit A (the “Replacement Note”), which Exhibit shall replace in
its entirety Exhibit A to the Agreement, and (c) the “Warrant” in the Agreement shall mean a warrant to purchase
capital stock of the Company in substantially the form attached hereto as Exhibit B, which Exhibit shall replace in its
entirety Exhibit B to the Agreement.


 


3.          Section
1.2 of the Agreement is hereby amended to read in its entirety as follows:


 




    	 



    	 



    

 


1.2           Sale.
Subject to the terms and conditions hereof, the Purchaser agrees to purchase from the Company, and the Company agrees to sell and
issue to the Purchaser, (i) the Note, and (ii) a warrant which evidences the right of the Purchaser to purchase up to that number
of shares of Common Stock of the Company equal to (x) $1,100,000, divided by (y) eighty-five percent (85%) of the lowest purchase
price per share (after taking into account all discounts and other reductions in the purchase price offered to any purchaser) of
the Common Stock sold in the Company’s Venture Capital Financing (as defined below). “Venture Capital Financing”
shall mean the first transaction or series of transactions to occur after the date hereof involving the issuance or sale of additional
shares of capital stock, or securities directly or indirectly convertible or exchangeable for capital stock, of the Company that
would result in at least $35,000,000 in aggregate gross proceeds to the Company, including by way of the conversion of any outstanding
debt.


 


4.          To
induce the Purchaser to enter into this Amendment No. 2, the Company hereby:


 


(a)         represents
and warrants to the Purchaser that (i) the representations and warranties of the Company set forth in Section 3 of the Agreement,
and the representations and warranties of the Company set forth in each of the other Transaction Documents, are true and correct
in all material respects with the same effect as if made on the date hereof (except
that (x) such materiality qualifier shall not be applicable to any representation or warranty that already are qualified or modified
by materiality in the text thereof, and (y) any representation and warranty stated to relate solely to an earlier date shall be
true and correct as of such earlier date), it being understood that all references to “this Agreement” and the “Transaction
Documents” in Section 3 of the Agreement shall include (without limitation) this Amendment No. 2 and the Warrant, respectively,
and (ii) after giving effect to the terms of this Amendment No. 2, the Company is in compliance with all the terms and conditions
of the Agreement and the other Transaction Documents, and no Default or Event of Default has occurred and is continuing; and 


 


(b)        releases
and forever discharges the Purchaser and the officers, employees and trustees thereof, of and from all manner of actions, causes
and causes of action, suits, debts, sums of money, account reckonings, bonds, bills, specialties, coverages, judgments, executions,
claims, and demands whatsoever, at law or in equity, and particularly, without limiting the generality of the foregoing, all claims
relating to the transactions which are the subject of the Transaction Documents, which the Company and its successors and assigns
ever had, now has, or may have in the future, for, upon or by reason of any matter, cause, or thing, whatsoever occurring prior
to the date hereof and/or arising from facts of which the Company was aware, or reasonably should have been aware, as of the date
hereof. Without limitation of the foregoing, the Company waives any and all defenses, offsets, and counterclaims to the Purchaser’s
enforcement of the Transaction Documents or any action by the Purchaser to foreclose any security interest.


 




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5.          This
Amendment No. 2 shall become effective on the date upon which the following shall all have occurred:


 


(a)          the
Purchaser shall have received each of the following, in form and substance satisfactory to the Purchaser:


 


(i)          a
copy of this Amendment No. 2, duly executed and delivered by the Company;


 


(ii)         the
Replacement Note, duly executed and delivered by the Company;


 


(iii)        intellectual
property security agreements covering all intellectual property of the Company, each duly executed and delivered by the Company;


 


(iv)         the
Investment Agreement attached hereto as Exhibit C (the “Investment Agreement”) , duly executed
and delivered by the Company, it being understood and agreed that the Purchaser shall execute and deliver the Investment Agreement
to the Company promptly following the approval by the Board of Trustees of the Purchaser of the Investment Agreement; and


 


(v)          certificate(s)
of the Secretary of the Company (A) to the effect that resolutions in form and content satisfactory to the Purchaser authorizing
the transactions contemplated hereby and by the Replacement Note and the Warrant have been duly adopted and remain in full force
and effect, and (B) certifying the incumbency and signatures of the officers of the Company authorized to execute this Amendment,
the Replacement Note and the Warrant; and


 


(b)          the
Purchaser shall have executed and delivered to the Company this Amendment No. 2.


 




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6.          The
Company and the Purchaser intend that neither this Amendment No. 2, nor the execution and delivery of this Amendment No. 2, the
Replacement Note or any other document executed and delivered pursuant to or in connection with this Amendment No. 2, shall constitute
or be construed to operate as a novation of the Agreement, the Existing Note, any of the indebtedness of the Company pursuant to
the Existing Note, or any lien or security interest heretofore created pursuant to any of the Transaction Documents. The Company
and the Purchaser intend that by the execution and delivery of this Amendment No. 2 and the Replacement Note certain of the terms
of the note and warrant purchases by the Purchaser shall be modified, restated and replaced in their entireties, but the indebtedness
evidenced by the Existing Note and such liens and security interests heretofore created shall not be extinguished or satisfied.
Without limitation of the foregoing, the Company specifically acknowledges and agrees that (a) the “Note” as defined
in the Security Agreement dated as of October 26, 2011, by and between the Company and the Purchaser (the “Security
Agreement”) means the Replacement Note, (b) the “Obligations” as defined in the Security Agreement (the
“Obligations”) include all indebtedness and liabilities of the Company under the Agreement, under the
Replacement Note and under the other Transaction Documents, (c) the “Collateral” as defined in the Security Agreement
(the “Collateral”) secures, without limitation, the payment and performance all of the Obligations, (d)
the Obligations represent debt issued in connection with an investment in the Company, (e) the Collateral includes the “Collateral”
(the “Organon Collateral”) as defined in that certain New Security Agreement (the “Organon
Security Agreement”) made as of October 31, 2007 by and between (i) Intracell Holdings Corporation (predecessor to
the Company) and (ii) Organon BioSciences International B.V. and Organon Teknika Corporation (collectively, “Organon”);
provided that the inclusion of such “Collateral” as defined in the Organon Security Agreement is included specifically
subject to any liens or rights arising from the terms of the Organon Security Agreement, and (f) to the Company’s knowledge
there are no liens or security interests in the Collateral except for the security interest of the Purchaser therein and except
for the security interest granted to Organon in the Organon Collateral pursuant to the Organon Security Agreement.


 


7.          The
Company agrees to pay all out-of-pocket expenses incurred by the Purchaser in connection with the preparation, negotiation, execution
and delivery of this Amendment No. 2, the Replacement Note and all other documents executed or to be executed in connection herewith,
including, without limitation, the expenses and reasonable fees of its counsel in an amount not to exceed $5,000.


 


8.          The
Purchaser shall be permitted to set-off all amounts owed by it to the Company under the Investment Agreement against all amounts
owed to it by the Company with respect to the Note.


 


9.          Except
as amended hereby, the Agreement shall remain unchanged, and the Agreement, as so amended, shall continue in full force and effect
in accordance with its terms. The breach by the Company of any representation, warranty, covenant or agreement contained in this
Amendment No. 2 shall represent an Event of Default.


 


10.         This
Amendment No. 2 may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each
of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the
same instrument.


 


11.         The
Recitals hereto and all of the terms of the Agreement are hereby incorporated into and made a part hereof as though fully set forth
herein.


 


12.         This
Amendment No. 2 shall be governed by and construed under the laws of the State of Maryland, without regard to the conflicts of
laws provisions of the State of Maryland or any other state. Any suit, action or proceeding instituted by either party hereto with
respect to any of the obligations of other party hereto may be brought in any State or federal court located in the State of Maryland
(in addition to such other courts in which jurisdiction and venue may be appropriate), and each party consents to the in personam
jurisdiction of such courts.


 




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[SIGNATURES CONTAINED ON THE FOLLOWING PAGE]


 




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IN WITNESS WHEREOF, the parties have
caused this Amendment No. 2 to Note and Warrant Purchase Agreement to be duly executed under seal by their duly authorized
respective officers as of the day and year first above written.


 


	ATTEST/WITNESS:	 	VACCINOGEN, INC.	 
	 	 	 	 
	/s/	 	By:	/s/ Michael G. Hanna, Jr.	 	(SEAL)
	 	 	 	Michael G. Hanna, Jr., Ph.D.	 
	 	 	 	Chairman & Interim Chief Executive Officer	 
	 	 	 	 
	 	 	THE ABELL FOUNDATION, INC.	 
	 	 	 	 
	/s/	 	By:	/s/ Robert C. Embry,
    Jr.	 	(SEAL)
	 	 	 	Robert C. Embry, Jr.	 
	 	 	 	President	 


 




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