STOCK
EXCHANGE AGREEMENT


 


THIS
STOCK EXCHANGE AGREEMENT (this “Agreement”) is dated as of June 24, 2010, by and between Vaccinogen, Inc., a Delaware corporation
(the “Company”), Intracel Holdings Corporation, a Delaware corporation (“Intracel”), and those persons and entities
listed on Exhibit A hereto (other than Intracel) (the “Tranche 12 Lenders"). Intracel and the Tranche 12 Lenders may each
be referred to herein as a "Holder" and collectively as the "Holders".


 


WHEREAS,
the Company and Holders are entering into, on the date hereof, that certain Investor Rights Agreement (the “Investor Rights
Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) and the Company and Intracel are
entering into, on the date hereof, that certain Asset Transfer Agreement (the “Asset Transfer Agreement.” and together
with this Agreement, the Investor Rights Agreement and the Registration Rights Agreement, the “Transaction Agreements”):


 


WHEREAS,
in connection with the transaction contemplated by the Transaction Agreements, the Company is filing on the date hereof, the Third
Amended and Restated Certificate of Incorporation of the Company (the “Third Amendment”) with the Secretary of State of
the State of Delaware (the “Secretary of State”);


 


WHEREAS,
Intracel is the record owner of 1,497,728 shares of common stock, par value $.0001 per share, of the Company (“Intracel Common
Stock”) and 48,088 shares of Series AA Preferred Stock, par value $.0001 per share of the Company (“Intracel Series AA
Stock”, together with the Intracel Common Stock, the “Intracel Stock”), which constitutes all shares of any class or
series of stock of the Company owned by Intracel;


 


WHEREAS,
Intracel is obligated to use commercially reasonable efforts to transfer to the Tranche 12 Lenders twenty percent (20%) of any
shares of capital stock of the Company received by Intracel, which shares are to be allocated ratably based on the then outstanding
principal owed to each such Tranche 12 Lender under the applicable promissory notes (such obligation, the “Transfer Obligation");


 


WHEREAS,
Intracel Investment LLC ("Intracel Investment"), which is a Tranche 12 Lender, and the members of Intracel Investment each desire
to have the shares of capital stock of the Company to which Intracel Investment has a right pursuant to the Transfer Obligations
to be delivered directly to the members of Intracel Investment listed as such on the signature page hereto (the "Intracel Investment
Members");


 


WHEREAS,
Intracel has not yet transferred, or arranged for the transfer, to the Tranche 12 Lenders of any shares of the Intracel Common
Stock or the Intracel Series AA Stock pursuant to the Transfer Obligation;


 


WHEREAS,
on and subject to the terms and conditions hereof, the Company desires to repurchase the Intracel Stock and all rights associated
therewith and acquire the assets transferred to the Company pursuant to the Asset Transfer Agreement (the “Transferred Assets”),
and Intracel is willing to transfer the Intracel Stock and the Transferred Assets in exchange for shares of Series B Preferred
Stock of the Company, par value $.0001 per share, eighty percent (80%) of which will be issued to Intracel and twenty percent
(20%) of which will be issued to the Tranche 12 Lenders (including the Intracel Investment Members) in accordance with the Transfer
Obligation, and such other rights and obligations contained in the Transaction Agreements and the Third Amendment.


 




    	 



    	 



    

 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:


 


		1.	Exchange.



 


(a)    All
shares of Intracel Stock shall be repurchased by the Company and the Transferred Assets shall be transferred to the Company pursuant
to the Asset Transfer Agreement in exchange for (i) the Company’s issuance of 3,451,766 shares of Series B Preferred Stock
(the “Exchange Shares”) to the Holders, in the proportions set forth on Schedule A hereto, and (ii) any such other
shares of stock that are issued in the future pursuant to the Investors’ Rights Agreement (the “Milestone and Anti-Dilution
Shares”) and as a dividend or distribution with regard to such Exchange Shares or Milestone and Anti-Dilution Shares. Upon
the acceptance of the Third Amendment for record by the Secretary of State, (i) the shares of Intracel Stock shall be deemed to
be repurchased by the Company and Intracel shall have no further rights with respect to the shares of Intracel Stock, and any
certificates representing shares of Intracel Stock shall be deemed to be converted into only the right to receive the Exchange
Shares, and (ii) the Exchange Shares shall have been validly issued by the Company.


 


(b)    Intracel
shall transfer all stock certificates representing shares of Intracel Stock, duly executed in blank. If such stock certificates
shall have been lost, stolen or destroyed, Intracel may tender in lieu thereof (i) an affidavit of that fact by Intracel, and
(ii) an indemnity agreement against any claim that may be made against the Company with respect to such lost, stolen or destroyed
certificates, each in form and substance reasonably satisfactory to the Company.


 


(c)    Company’s
issuance of the Exchange Shares to the each of the Tranche 12 Lenders shall be conditioned upon the applicable Tranche 12 Lender
entering into the Investor Rights Agreement and the Registration Rights Agreement.


 


(d)    Each
of the Holders acknowledges that, in satisfaction of the Transfer Obligation, twenty percent (20%) of the Exchange Shares (in
the aggregate) are being issued directly to the Tranche 12 Lenders. In addition, Intracel Investment, which is one of the Tranche
12 Lenders, and the Intracel Investment Members acknowledge that the Exchanges Shares to which Intracel Investment is entitled
pursuant to the Transfer Obligation are being issued directly to the Intracel Investment Members in accordance with their respective
interests in such entity.


 


2.           Representations,
Warranties and Covenants of the Holder. Each Holder hereby represents and warrants to the Company, and covenants for the
benefit of the Company, as follows:


 




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(a)    In
the case of Intracel, Holder is a corporation organized, validly existing, and in good standing under the laws of the State of
Delaware;


 


(b)    This
Agreement has been duly authorized, validly executed, and delivered by the Holder and is a valid and binding agreement and obligation
of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles
of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The Holder has full
power and authority to execute and deliver the Agreement and the other agreements and documents contemplated hereby and to perform
its obligations hereunder and thereunder;


 


(c)    In
the case of Intracel, Holder has not transferred, and owns, beneficially and of record, good and marketable title to, the shares
of Intracel Stock free and clear of all liens or other encumbrances;


 


(d)    This
Agreement is made with the Holder in reliance upon the Holder’s representation to the Company, which by the Holder’s
execution of this Agreement, the Holder hereby confirms, that the Exchange Shares to be acquired by the Holder will be acquired
for investment for the Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution
of any part thereof, and that the Holder has no present intention of selling, granting any participation in, or otherwise distributing
the same. By executing this Agreement, the Holder further represents that the Holder does not presently have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with
respect to any of the Exchange Shares.


 


(e)    The
Holder has had an opportunity to discuss the Company’s business, management, and financial affairs with the Company’s
management and the Holder has received all additional information regarding the Company that it has requested, if any.


 


(f)    The
Holder understands that the Exchange Shares have not been, and will not be, registered under the Securities Act of 1933, as amended
(the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which
depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder’s representations
as expressed herein. The Holder understands that the Exchange Shares are "restricted securities" under applicable U.S. federal
and state securities laws and that, pursuant to these laws, the Holder must hold the. Exchange Shares indefinitely unless they
are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration
and qualification requirements is available. The Holder acknowledges that the Company has no obligation to register or qualify
the Exchange Shares for resale except as set forth in the Registration Rights Agreement. The Holder further acknowledges that
if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but
not limited to, the time and manner of sale, the holding period for the Exchange Shares, and on requirements relating to the Company
which are outside of the Holder’s control, and which the Company is under no obligation and may not be able to satisfy.


 




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(g)    The
Holder understands that no public market now exists for the Exchange Shares, and that the Company has made no assurances that
a public market will ever exist for the Shares.


 


(h)    The
Holder understands that the Exchange Shares and any securities issued in respect of or exchange for the Exchange Shares, shall
bear the legends set forth in, or required by, the other Transaction Agreements and any legend required by the securities laws
of any state to the extent such laws are applicable to the Exchange Shares represented by the certificate so legended.


 


(i)    The
Holder is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.


 


(j)    Neither
the Holder, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly,
including through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection
with the offer and sale of the Exchange Shares.


 


(k)    The
Holder’s principal place of business is identified on Schedule A hereto.


 


3.            Representations,
Warranties and Covenants of the Company. The Company represents and warrants to the Holders, and covenants for the benefit
of the Holders, as follows:


 


(a)    The
Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware;


 


(b)    At
the time the Exchange Shares are issued pursuant to this Agreement, (i) the Exchange Shares and the issuance thereof will have
been duly authorized by all necessary corporate action, and (ii) the Exchange Shares will be validly issued, fully paid and nonassessable,
free and clear of all liens, encumbrances and rights of refusal of any kind, except as set forth in the Third Amendment and the
Transaction Agreements;


 


(c)    This
Agreement has been duly authorized, validly executed, and delivered on behalf of the Company and is a valid and binding agreement
and obligation of the Company enforceable against the Company in accordance with its terms, subject to limitations on enforcement
by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally.
The Company has full power and authority to execute and deliver the Agreement and the other agreements and documents contemplated
hereby, and will have, at the time the Exchange Shares are issued pursuant to this Agreement, full power and authority to perform
its obligations hereunder and thereunder.


 


4.           Governing
Law. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed
in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all
other matters shall be governed by and construed in accordance with the internal laws of State of Delaware, without regard to
conflict of law principles that would result in the application of any law other than the law of the State of Delaware.


 




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5.           Notices.
Any notices or other communications required or permitted hereunder shall be sent in the same manner as is contemplated by
the Investor Rights Agreement


 


6.           Entire
Agreement. This Agreement, the Investor Rights Agreement, the Asset Transfer Agreement and the Registration Rights Agreement
constitute the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all
prior and/or contemporaneous oral or written proposals or agreements relating thereto all of which are merged herein. This Agreement
may not be amended or any provision hereof waived in whole or in part, except by a written amendment signed by both of the parties
hereto.


 


7.           Counterparts.
This Agreement may be executed in any number of counterparts each of which, when executed, shall be deemed to be an original
and all of which together shall be deemed to be one and the same instrument.


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective 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
	 	 
	 	INTRACEL HOLDINGS CORPORATION
	 	 
	 	By:	/s/ Daniel Kane
	 	 	Name; Daniel Kane
	 	 	Title: Chairman of the Board of Directors


 


Signature Page
to Stock Exchange Agreement


 




    	 



    	 



    

 


	 	TRANCHE 12 LENDERS
	 	 
	 	DANIEL FITZGERALD
	 	 
	 	/s/ Daniel
    Fitzgerald
	 	Name: 	Daniel Fitzgerald
	 	 
	 	INTRACEL INVESTMENT LLC
	 	 
	 	By: 	/s/ Daniel Kane
	 	Name: 	Daniel Kane
	 	Title:	Managing Member
	 	 
	 	DUBLIND PARTNERS
	 	 
	 	By:	/s/ 
	 	Name:
	 	Title:
	 	 
	 	K. SCHMIDT
	 	 
	 	/s/ Kenneth M Schmidt




	 	Name:
	 	 
	 	ALLIANCE EQUITIES
	 	 
	 	By:	/s/ 
	 	Name:
	 	Title:
	 	 
	 	CHARLES LINDSAY
	 	 
	 	/s/ Charles
    Lindsay
	 	Name:
    	Charles
    Lindsay
	 	 
	 	CURTIS PARTNERSHIP
	 	 
	 	By:	/s/ Alan Curtis
	 	Name:	Alan Curtis
	 	Title	Managing General Partner


 


Signature
Page to Stock Exchange Agreement


 




    	 



    	 



    

 


	 	Title:
	 	 
	 	CHARLES DUBROFF
	 	 
	 	/s/ Charles
Dubroff


        

	 	Name:
	 	 
	 	3V SOURCEONE
	 	 
	 	By:	/s/ 
	 	Name:
	 	Title:


 


Signature Page
to Stock Exchange Agreement


 




    	 



    	 



    

 


	 	MEMBERS OF INTRACEL
    INVESTMENT LLC
	 	 
	 	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:	/S/
    David L. Seidenberg
	 	Name:	David
                                                                                                L. Seidenberg




	 	Title:	Managing Member
	 	 
	 	Chris Huber
	 	 
	 	/s/
    Chris J. Huber
	 	Name: Chris Huber


 


Signature Page
to Stock Exchange Agreement