0001144204-11-027011 Sample Contracts

FORM OF NOTE PURCHASE AGREEMENT - SERIES C, TRANCHE 6 -
Note Purchase Agreement • May 9th, 2011 • Advaxis, Inc. • Pharmaceutical preparations • New York

THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the __ day of May, 2011 by and between Advaxis, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and, collectively, the “Investors” and, with respect to a particular Investor, the Investors other than such Investor, the “Other Investors”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 9th, 2011 • Advaxis, Inc. • Pharmaceutical preparations

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of __________, 2011, between Advaxis, Inc., a Delaware corporation (the “Company”), and each of the several investors signatory hereto (each such purchaser, a “Investor” and, collectively, the “Investors”).

ADVAXIS SECURES $6.0 MILLION IN FINANCING
Convertible Notes Purchase Agreement • May 9th, 2011 • Advaxis, Inc. • Pharmaceutical preparations

Princeton, NJ – May 9, 2011 – Advaxis, Inc., (OTCBB: ADXS), the live, attenuated Listeria monocytogenes (Listeria) immunotherapy company, has entered into a definitive convertible notes purchase agreement (Agreement) with certain accredited investors, for the purchase of the aggregate principal value of approximately $7.1 million of convertible promissory notes (Notes) for an aggregate purchase price of approximately $6.0 million. The closing of the sale of the Notes, under the Agreement, is anticipated to occur on or about May 12, 2011, subject to customary closing conditions.

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