STANDSTILL AGREEMENT, dated as of November 12, 2004 (this
"Agreement"), by and among Great Expectations and Associates, Inc.,
a Colorado corporation (the "Company"), and the persons listed on
Schedule I attached hereto (collectively, the "Stockholders").
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INTRODUCTION
Certain of the Stockholders are party to a Share Exchange and
Reorganization Agreement, dated as of August 25, 2004 (the "Share Exchange"), by
and among the Company, Advaxis and such Stockholders, pursuant to which (a) the
Company will acquire all of the issued and outstanding shares of capital stock
of Advaxis in exchange for shares of the Company's common stock, and (b) Advaxis
will become as a wholly-owned subsidiary of Company (the "Acquisition");
The Company has entered into that certain Securities Purchase
Agreement, dated as of September 14, 2004 (the "Purchase Agreement"), by and
between the Company and the investors signatory thereto (collectively, the
"Investors"), pursuant to which the Company is offering to sell to the Investors
a minimum of $1,500,000 of its securities and a maximum of $7,000,000 of its
securities (subject to an increase to $10,000,000 at the election of the
Company) (the "Offering");
Pursuant to Section 5.1(k) of the Purchase Agreement, it is a
condition precedent to the Initial Closing (as defined in the Purchase
Agreement) of the Offering that the Stockholders agree in writing not to sell
any of their interests in the Company until such time as there shall have been
filed with and declared effective by the Securities and Commission, a
registration statement in respect of the Shares (as defined in the Purchase
Agreement) purchased by the Investors thereunder.
The Stockholders acknowledge and agree that they will benefit from
the consummation of the Offering and, in order to induce the Company and the
Investors to consummate the Offering contemplated by the Purchase Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the parties hereto agree as follows:
AGREEMENT
SECTION 1. Definitions. Capitalized terms used herein and not
otherwise defined herein shall have the meaning given such terms in the Purchase
Agreement to the extent the same are defined therein.
SECTION 2. Standstill. Each Stockholder agrees not to effect any
sale, transfer or distribution of his, her or its equity securities in the
Company, or any securities convertible into or exchangeable or exercisable for
such securities, during the period from the closing of the Acquisition until the
earlier of (i) the date that a registration statement with respect to the Shares
purchased by the Investors pursuant to the Purchase Agreement has been filed
with and declared effective by the Securities and Exchange Commission and (ii)
the first year anniversary of the date hereof, unless (a) such sale, transfer or
distribution is approved in writing by a Majority of the Investors, and (b) the
transferee of such sold, transferred or distributed securities agrees in writing
to be bound by the terms of this Agreement to the same extent as if they had
originally been a party hereto.
SECTION 3. Further Assurances. Each party agrees to execute such
other documents, instruments, agreements and consents, and take such other
actions as may be reasonably requested by the other parties hereto or by a
Majority of the Investors to effectuate the purposes of this Agreement.
SECTION 4. Miscellaneous.
(a) Notices. Any consent, notice or report required or permitted to
be given or made under this Agreement by one of the parties hereto to the other
shall be in writing, delivered personally or by facsimile (and promptly
confirmed by personal delivery, U.S. first class mail or courier),
internationally recognized courier service, postage prepaid (where applicable),
addressed to such other party at its address indicated below, or to such other
address as the addressee shall have last furnished in writing to the addressor
and (except as otherwise provided in this Agreement) shall be effective upon
receipt by the addressee.
If to the Company: Great Expectations and Associates, Inc.
c/o Advaxis, Inc.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxx Xxxxxx 00000
Attn: J. Xxxx Xxxxxx
Facsimile Number: (000) 000-0000
With a copy to: Reitler Xxxxx & Xxxxxxxxxx LLC
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxxxxxx
Facsimile Number: (000) 000-0000
If to a Stockholder: To the address set forth under such Stockholder's
name on the signature page;
(b) Assignment. This Agreement may not be assigned or otherwise
transferred, nor, except as expressly provided hereunder, may any right or
obligations hereunder be assigned or transferred by either party without the
prior written consent of the other party. Any permitted assignee shall assume
all obligations of its assignor under this Agreement.
(c) Headings. The captions to the several Articles and Sections
hereof are not a part of this Agreement, but are merely guides or labels to
assist in locating and reading the several Articles and Sections hereof.
(d) Severability. If one or more provisions of this Agreement be or
become invalid, the parties hereto shall substitute, by mutual consent, valid
provisions for such invalid provisions which valid provisions in their economic
effect are sufficiently similar to the invalid provisions that it can be
reasonably assumed that the parties would have entered into this Agreement with
such provisions. In case such provisions cannot be agreed upon, the invalidity
of one or several provisions of this Agreement shall not affect the validity of
this Agreement as a whole, unless the invalid provisions are of such essential
importance to this Agreement that it is to be reasonably assumed that the
parties would not have entered into this Agreement without the invalid
provisions.
(e) Waiver. The waiver by either party hereto of any right hereunder
or the failure to perform or of a breach by the other party shall not be deemed
a waiver of any other right hereunder or of any other breach or failure by said
other party whether of a similar nature or otherwise.
(f) Entire Agreement. This Agreement is the agreement referred to in
Section 5.1(k) of the Purchase Agreement and, together with the Purchase
Agreement, contains the entire understanding of the parties with respect to the
subject matter hereof. All express or implied agreements and understandings,
either oral or written, heretofore made are expressly superseded by this
Agreement. This Agreement may be amended, or any term hereof modified, only by a
written instrument duly executed by both parties hereto and the written consent
of a Majority of Investors. No prior drafts of this Agreement may be used in the
construction or interpretation of this Agreement.
(g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
ANY CHOICE OR CONFLICT OF LAWS PROVISIONS).
(h) CONSENT TO JURISDICTION. EACH OF THE PARTIES HEREBY IRREVOCABLY
AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF ANY FEDERAL OR STATE COURT OF
NEW YORK SITTING IN NEW YORK CITY AND IRREVOCABLY AGREES THAT ALL ACTIONS OR
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE LITIGATED EXCLUSIVELY IN SUCH COURTS. EACH OF THE
PARTIES AGREES NOT TO COMMENCE ANY LEGAL PROCEEDING RELATED HERETO EXCEPT IN
SUCH COURT. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING IN ANY
SUCH COURT AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES
NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
(i) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT.
(j) Third Party Beneficiaries. The Investors shall be deemed third party
beneficiaries to this Agreement and shall be entitled to rely on the terms and
provisions hereof as if party hereto.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement in a manner legally binding upon them as of the date first above
written.
GREAT EXPECTATIONS AND ASSOCIATES, INC.
BY____________________________
NAME:
TITLE:
OPEN VENTURES, LLC
BY: ________________________
NAME:
TITLE:
ADDRESS: c/o Xxxx Xxxxx
00 Xxxx Xxxx
Xxxxxxxx, XX 00000
THE TRUSTEES OF THE
UNIVERSITY OF PENNSYLVANIA
BY:________________________
NAME:
TITLE:
ADDRESS: University Of Pennsylvania
Transfer
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000
CRESTWOOD, LLC
BY:________________________
NAME:
TITLE:
ADDRESS: 000 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
XXXXX FAMILY PARTNERS, LP
BY:________________________
NAME:
TITLE:
ADDRESS: x/x Xxxxx Xxxxx
00 Xxxx Xxxx
Xxxxx Xxxxx, XX 00000
TRINITA LLC
BY:________________________
NAME:
TITLE:
ADDRESS: x/x Xxxxxx Xxxxxxxx,
00 Xxxxxxxx Xxxx,
Xxxxxxxxxxxx, XX 00000
___________________________
XXXXXX XXXXXXXX
ADDRESS: 000 Xxxxxxx Xxxxxxxx
00xx Xx. and Xxxxxxxx Walk
Philadelphia, PA 19104_6076
___________________________
XXXXX XXXXXX
ADDRESS: c/o Millennium Oncology
Management
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxx, XX 00000
___________________________
XXXX XXXXX
ADDRESS: 00 Xxxx Xxxx
Xxxxxxxx, XX 00000
___________________
XXXXXXX XXXX
ADDRESS: 0000 Xxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
___________________________
XXXXXXX XXXXXXXX
ADDRESS: C/O Millennium Oncology
Management
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxx, XX 00000
___________________________
XXXXXXX XXXX
ADDRESS: 000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
___________________________
XXXXX XXX
ADDRESS: 00 XxXxxxx Xxxxxx
Xxx. #00X
Xxx Xxxx, XX 00000
___________________________
XXXXXX XXXXXXX
ADDRESS: 0000 Xxxxx Xxxxxxxx Xxxx
Xxx Xxxx, XX 00000
___________________________
J. XXXX XXXXXX
CARMEL VENTURES, INC.
BY: ________________________
NAME: XXXX XXXXX
TITLE:
ADDRESS: 00 Xxxx Xxxx
Xxxxxxxx, XX 00000
CRESTWOOD HOLDINGS, LLC
BY:________________________
NAME:
TITLE:
ADDRESS: x/x Xxx Xxxxx
000 Xxxxxxxxx Xxxxx
Xxxxxxx, XXX 00000
__________________________
XXXXX XXXXXXXXXX
ADDRESS: 00 Xxxxxx Xxxxx Xxxx
Xxxxxxxxx, XX 00000
________________________
XXXXXX XXXXXXX
ADDRESS: Blau Xxxxxxx
00 Xxxxxx Xxxx
Xxxxx X-000
Xxxxxxxxx, XX 00000
________________________
ITAI PORTNIO
ADDRESS: 00 Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxx 00000
_______________________
XXXXX XXXXXXX
ADDRESS: 00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
________________________
XXXXXXXXX XXXXXXXX
ADDRESS: 0 Xxxxxxxxx Xxxxxxx
Xxxxx, Xxxxxx 33406
3701 LIMITED PARTNERSHIP
BY:________________________
NAME:
TITLE:
ADDRESS:
CORNUCOPIA PHARMACEUTICALS, INC.
BY:________________________
NAME:
TITLE:
ADDRESS:
___________________________
XXXXX XXXX
ADDRESS:
___________________________
XXXXXXX XXXXXXX
ADDRESS: 0000 Xxxxxxxxx Xx. Xxxxx
Xxx. 000
Xxxx Xxxxx, XX 00000
___________________________
XXXXXXXXX XXXXX
ADDRESS: 0000 Xxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000
___________________________
XXXXX XXXXXXXX
ADDRESS: 00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
___________________________
XXXX XXX XXXX XXXXXXX
ADDRESS:1115 Beanaqt Ave.
Xxxxxxx Xxxx, XX 00000
___________________________
XXXX FERARRI
ADDRESS: 00 Xxxxx Xxx Xxxx
Xxxxxxxxxx, XX 00000
___________________________
XXXXX XXXXXXXX,
ADDRESS:
___________________________
XXXXX XXXX
ADDRESS: 0000 Xxxxxxx Xxxxx
Xxxx Xxxx, XX 00000
___________________________
XXXXX XXXXX
ADDRESS: 00 Xxxx Xxxx
Xxxxx Xxxxx, XX 00000
___________________________
XXXXXXX XXXXX
ADDRESS: x/x Xxxxx Xxxxx
00 Xxxx Xxxx
Xxxxx Xxxxx, XX 00000
SCHEDULE I
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Open Ventures, LLC
The Trustees of the University of Pennsylvania
Xxxxxx Xxxxxxxx
Crestwood, LLC
Xxxxx Family Partner, LP
Xxxxx Xxxxxx
Xxxx Xxxxx
Xxxxxxx Xxxx
Trinita LLC
Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxx
Xxxxx Xxx
Xxxxxx XxXxxxx
J. Xxxx Xxxxxx
Crestwood Holdings, LLC
Xxxxxxx Xxxxxxx
Xxxxx Xxxxx
Xxxxx Xxxxxxxx
Xxxxxxx Xxxxx
Xxxxx Xxxxxxx
Xxxx Ferarri
Xxxxx Xxxxxxxxxx
Xxxxx Xxxx
Xxxxxx Xxxxxxx
Xxxxx Xxxx
Xxxxxxxxx Xxxxx
Xxxx Xxx Xxxx Xxxxxxx
Xxxxxxxxx Mashiach
Itai Portnio
Cornucopia Pharmaceuticals, Inc.
3701 Limited Partnership
Xxxxx Xxxxxxxx
