ContractWarrant Agreement • August 25th, 2014 • Vaccinogen Inc • Pharmaceutical preparations • Maryland
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SUBSCRIPTION AGREEMENT DATED AS OF ___________, 2014, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT. THE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THE WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
VACCINOGEN, INC. SUBSCRIPTION AGREEMENT (For Non U.S. Subscribers)Subscription Agreement • August 25th, 2014 • Vaccinogen Inc • Pharmaceutical preparations • Maryland
The undersigned (hereinafter “Subscriber”) hereby confirms his/her/its subscription for the purchase of units (“Units”) of Vaccinogen, Inc., a Maryland corporation (the “Company”), on the terms described below, with each Unit consisting of:
August 22, 2014License Agreement • August 25th, 2014 • Vaccinogen Inc • Pharmaceutical preparations • New York
Reference is made to that certain License Agreement, dated as of October 10, 2007 (the “Original License Agreement”), as amended by that certain Amendment to License Agreement, dated as of June 24, 2010 (the “License Amendment;” collectively with the Original License Agreement, the “License Agreement”), by and between Vaccinogen, Inc., a Maryland corporation (“Vaccinogen”), and Intracel Holdings Corporation, a Delaware corporation (“Intracel”). Each of Vaccinogen and Intracel is referred to herein as a “Party,” and collectively as the “Parties.”
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • August 25th, 2014 • Vaccinogen Inc • Pharmaceutical preparations • Maryland
THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”), is made as of the 22nd day of August, 2014, by and between Vaccinogen, Inc., a Maryland corporation (the “Company”), and Intracel Holdings Corporation, a Delaware corporation (the “Investor”).
August 22, 2014Commitment Letter • August 25th, 2014 • Vaccinogen Inc • Pharmaceutical preparations
The Parties are entering into this letter agreement (the “Agreement”) to amend the Commitment Letter effective as of the date hereof.
August 22, 2014Investment Agreement • August 25th, 2014 • Vaccinogen Inc • Pharmaceutical preparations • Maryland
Reference is made to that certain Investment Agreement, dated as of January 16, 2013 (the “Investment Agreement”), by and between Vaccinogen, Inc., a Maryland corporation (“Vaccinogen”), and The Abell Foundation, Inc., a Maryland nonstock corporation (“Abell”). Each of Vaccinogen and Abell is referred to herein as a “Party,” and collectively as the “Parties.”
