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”).
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”).
INVESTOR REGISTRATION RIGHTS AGREEMENTRegistration 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”).
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS February 2, 2006Securities Purchase Agreement • February 8th, 2006 • Advaxis, Inc. • Pharmaceutical preparations
Reference is made to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) of even date herewith by and between Advaxis, Inc., a Colorado corporation (the “Company”), and the Buyer set forth on Schedule I attached thereto (collectively the “Buyer”) of even date herewith among the Company, the Buyer and David Gonzalez, as escrow agent (the “Escrow Agent”). Pursuant to the Securities Purchase Agreement, the Company shall sell to the Buyer, an the Buyer shall purchase from the Company, convertible debentures (collectively, the “Debentures”) in the aggregate principal amount of Three Million Dollars ($3,000,000), plus accrued interest, which are convertible into shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), at the Buyer discretion. The Company shall also issued to the Buyer five year warrants to purchase 4,200,000 shares of Common Stock, at the Buyer’s discretion (the “A Warrants”) and five year warrants to purchase 300,000
