AMENDED AND RESTATED REGISTRATION RIGHTS


AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the _____ day of ____________________, 2010,
by and among Vaccinogen, Inc., a Maryland corporation (the “Company”), and each of the investors listed on
Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”


 


RECITALS


 


WHEREAS, the
initial Investors, as noted on Schedule A hereto (the “Initial Investors”), entered into the Registration Rights
Agreement dated February 5, 2010 with the Company in connection with their acquisition of Series AA Preferred Stock (the “Initial
Registration Rights Agreements”);


 


WHEREAS, in accordance
with Section 3.6 of the Initial Registration Rights Agreement, the Initial Investors and the Company have agreed to amend
and restate the Initial Registration Rights Agreement in the manner provided by this Agreement, as evidenced by the Consent to
Amendment of the Initial Investors and the Company of even date herewith;


 


WHEREAS, the
Company and the Investors are parties to the Amended and Restated Series AA Preferred Stock Purchase Agreement of even date herewith
(the “Purchase Agreement”); and


 


WHEREAS, in order
to induce the Company to enter into the Purchase Agreement and to induce the Investors to invest funds in the Company pursuant
to the Purchase 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.


 




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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.


 


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.


 




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1.14         “Registrable
Securities” means (i) the Common Stock issuable or issued upon conversion of the Series AA 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.


 


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 AA Preferred Stock” means shares of the Company’s Series AA 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


 




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(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).  


 


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; provided, however, that the number of Registrable Securities held by the Holders to be included in such
underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. 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 (i) the number of Registrable Securities included in the offering
be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the
offering, or (ii) 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 and no other stockholder’s securities
are included in such offering. 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:


 




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(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;


 


(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;


 




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(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.


 


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.


 




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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.


 


(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.


 




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(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.


 


(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.


 




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(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;


 


(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).


 




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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.


 


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 AA 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 AMENDED AND RESTATED SERIES AA PREFERRED STOCK INVESTOR RIGHTS AGREEMENT
AND THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE
WITH THE SECRETARY OF THE COMPANY.


 




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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 Articles 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
Amended and Restated Series AA Preferred Stock Investor Rights Agreement between the Company and the Investors of even date herewith.


 


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 3.5. 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.


 




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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.


 


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           Additional
Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the
Company’s Series AA Preferred Stock after the date hereof, whether pursuant to the Purchase Agreement or otherwise, any
purchaser of such shares of Series AA Preferred Stock may become a party to this Agreement by executing and delivering an additional
counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder.
No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long
as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.


 




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3.10         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.


 


3.11         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.


 


3.12         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/ Andrew L. Tussing
	 	Name:	 	Andrew L. Tussing
	 	Title:	 	Chief Operating Officer
	 	 	 	 
	 	 	 	INVESTOR:
	 	 	 	 
	 	By:	 	/s/ 
	 	Name:	 	 
	 	Title:	 	 


 






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