REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into by and among ADVAXIS, INC., a Colorado corporation (the "COMPANY"), and the investors and other persons and entities signatory hereto (each a...Registration Rights Agreement • November 18th, 2004 • Great Expectations & Associates Inc • Non-operating establishments • New York
RECITALSConsulting Agreement • April 28th, 2005 • Advaxis, Inc. • Non-operating establishments • California
WARRANTGreat Expectations & Associates Inc • November 18th, 2004 • Non-operating establishments
COMMON STOCK PURCHASE WARRANT ADVAXIS, INC.Advaxis, Inc. • April 12th, 2021 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after such date, if ever, that is fourteen (14) days after the Company (as defined below) files an amendment to the Company’s Amended and Restated Certificate of Incorporation (as amended to date, the “Charter”) to increase the number of authorized shares of common stock, $0.001 par value per share from 170,000,000 shares to 300,000,000 shares (the “Authorized Shares Amendment”) with the Delaware Secretary of State (the “Initial Exercise Date”) and on or prior to the date that is five years after the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Advaxis, Inc., a Delaware corporation (the “Company”), up to _____ shares of common stock, par value $0.001 per share (the
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 23rd, 2020 • Advaxis, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 21, 2020, between Advaxis, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENT between ADVAXIS, INC. and as Representative of the Several UnderwritersUnderwriting Agreement • November 27th, 2020 • Advaxis, Inc. • Pharmaceutical preparations • New York
The undersigned, Advaxis, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
10,000,000 Shares Advaxis, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2018 • Advaxis, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "AGREEMENT") is among GREAT EXPECTATIONS AND ASSOCIATES, INC., a Colorado corporation, which as soon as possible following the closing of the Share Exchange and Reorganization...Securities Purchase Agreement • November 18th, 2004 • Great Expectations & Associates Inc • Non-operating establishments • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT ADVAXIS, INC.Advaxis, Inc. • April 12th, 2021 • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Advaxis, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement (the “Purchase Agreement”), dated April 12, 2021, among the Company and the Holder.
COMMON STOCK PURCHASE WARRANT ADVAXIS, INC.Common Stock Purchase Warrant • November 27th, 2020 • Advaxis, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [___] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on November 27, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Advaxis, Inc., a Delaware corporation (the “Company”), up to [___] shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF COMMON STOCK PURCHASE WARRANT ADVAXIS INC.Advaxis, Inc. • August 31st, 2011 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on ___________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Advaxis, Inc. a Delaware corporation (the “Company”), up to _________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CONSULTING AGREEMENTConsulting Agreement • April 8th, 2005 • Advaxis, Inc. • Non-operating establishments • New Jersey
ADVAXIS, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • February 10th, 2017 • Advaxis, Inc. • Pharmaceutical preparations • New York
Advaxis, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 27th, 2013 • Advaxis, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 21, 2013, between Advaxis, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (each, including its successors and assigns, the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 12th, 2021 • Advaxis, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 12, 2021 between Advaxis, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ARTICLE IExecution Copy • November 18th, 2004 • Great Expectations & Associates Inc • Non-operating establishments • Colorado
PURCHASE AGREEMENTPurchase Agreement • August 3rd, 2020 • Advaxis, Inc. • Pharmaceutical preparations • Illinois
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of July 30, 2020, by and between ADVAXIS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.
Advaxis, Inc.Advaxis, Inc. • April 12th, 2021 • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2022 • Advaxis, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January __, 2022 by and among Advaxis, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
UNDERWRITING AGREEMENT between ADVAXIS, INC. and as Representative of the Several UnderwritersUnderwriting Agreement • May 24th, 2022 • Advaxis, Inc. • Pharmaceutical preparations • New York
As Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 28th Floor New York, New York 10022
Form of Representative’s Warrant AgreementAdvaxis, Inc. • September 27th, 2013 • Pharmaceutical preparations • Delaware
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 8th, 2006 • Advaxis, Inc. • Pharmaceutical preparations • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 2, 2006, by and among ADVAXIS, INC., a Colorado corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • February 8th, 2006 • Advaxis, Inc. • Pharmaceutical preparations • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 2, 2006, by and among ADVAXIS, INC., a Colorado corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • February 8th, 2006 • Advaxis, Inc. • Pharmaceutical preparations • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of February 2, 2006, by and between ADVAXIS, INC., a Delaware corporation with its principal place of business at 212 Carnegie Centre, Suite 206, Princeton, NJ 08540 (the “Company”), and Cornell Capital Partners, LP (the “Secured Party”).
ADVAXIS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • May 8th, 2020 • Advaxis, Inc. • Pharmaceutical preparations • New York
Advaxis, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners, as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 3rd, 2020 • Advaxis, Inc. • Pharmaceutical preparations • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), July 30, 2020, by and between ADVAXIS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
Form Of Securities Purchase AgreementSecurities Purchase Agreement • March 25th, 2013 • Advaxis, Inc. • Pharmaceutical preparations • Utah
This Securities Purchase Agreement, dated as of December 13, 2012 (this “Agreement”), is entered into by and between Advaxis, Inc., a Delaware corporation (the “Company”), and Tonaquint, Inc., a Utah corporation, its successors and/or assigns (“Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2012 • Advaxis, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 26, 2012, is by and between Advaxis, Inc., a Delaware corporation (the “Company”), and Hanover Holdings I, LLC, a New York limited liability company (the “Investor”).
COMMON STOCK PURCHASE AGREEMENT Dated as of October 26, 2012 by and between ADVAXIS, INC. and HANOVER HOLDINGS I, LLC, a New York Limited Liability CompanyCommon Stock Purchase Agreement • October 31st, 2012 • Advaxis, Inc. • Pharmaceutical preparations • New York
Representative’s Warrant AgreementS Warrant Agreement • June 10th, 2014 • Advaxis, Inc. • Pharmaceutical preparations • Delaware
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF 180 DAYS FOLLOWING THE DATE OF THE UNDERWRITING AGREEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • July 20th, 2010 • Advaxis, Inc. • Pharmaceutical preparations • New York
This Preferred Stock Purchase Agreement (“Agreement”) is entered into and effective as of July 19, 2010 (“Effective Date”), by and among Advaxis, Inc., a Delaware corporation (“Company”), and Optimus Capital Partners, LLC, a Delaware limited liability company, dba Optimus Life Sciences Capital Partners, LLC (including its designees, successors and assigns, “Investor”).
ADVAXIS, INC. FORM OF WARRANT AGENCY AGREEMENTWarrant Agreement • September 27th, 2013 • Advaxis, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) made as of [●], 2013 (the “Issuance Date”), between Advaxis, Inc., a Delaware corporation, with offices at 305 College Road East, Princeton, New Jersey 08540 (“Company”), and Securities Transfer Corporation, with offices at 2591 Dallas Parkway, Suite 102, Frisco, Texas 75034 (“Warrant Agent”).
RIGHTS AGREEMENTRights Agreement • September 29th, 2020 • Advaxis, Inc. • Pharmaceutical preparations • New York
RIGHTS AGREEMENT, dated as of September 29, 2020 (this “Agreement”), by and between Advaxis, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer and Trust Company, as rights agent (the “Rights Agent”).
AGREEMENT AND PLAN OF MERGER among ADVAXIS, INC., AYALA PHARMACEUTICALS, INC. and DOE MERGER SUB, INC. Dated as of October 18, 2022Agreement and Plan of Merger • October 19th, 2022 • Advaxis, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of October 18, 2022, among Ayala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Advaxis, Inc., a Delaware corporation (“Parent”), and Doe Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 19th, 2022 • Advaxis, Inc. • Pharmaceutical preparations • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2022, by and among Advaxis, Inc., a Delaware corporation (“Parent”); and Israel Biotech Fund I, L.P., a Cayman Islands Exempted Limited Partnership (“Stockholder”).
