0001144204-12-030650 Sample Contracts

FORM OF NOTE PURCHASE AGREEMENT - Series D, Tranche 1 -
Note Purchase Agreement • May 18th, 2012 • Advaxis, Inc. • Pharmaceutical preparations • New York

THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the 14th day of May 2012 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 18th, 2012 • Advaxis, Inc. • Pharmaceutical preparations

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May __, 2012, 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”).

FORM OF EXCHANGE AGREEMENT
Exchange Agreement • May 18th, 2012 • Advaxis, Inc. • Pharmaceutical preparations • New York

EXCHANGE AGREEMENT (the “Agreement”) is made as of the ____ day of May 2012 by and between Advaxis, Inc., a Delaware corporation (the “Company”), and the purchaser (the “Investor”).

SETTLEMENT AGREEMENT
Settlement Agreement • May 18th, 2012 • Advaxis, Inc. • Pharmaceutical preparations • Florida

SETTLEMENT AGREEMENT (the “Agreement”) is made as of the 8th day of May 2012 by and between Advaxis, Inc., a Delaware corporation (the “Company”), and JMJ Financial (the “Investor”).

REGISTRATION RIGHTS AGREEMENT DOCUMENT RR-05072012
Registration Rights Agreement • May 18th, 2012 • Advaxis, Inc. • Pharmaceutical preparations • Florida

This Registration Rights Agreement applies to the Settlement Agreement (the “Agreement”) dated as of May 8, 2012 (the “Effective Date”), by and between Advaxis, Inc., a Delaware corporation (“Advaxis”), and JMJ Financial (“JMJ”). All capitalized terms not otherwise defined herein shall have the meanings given such terms in the Agreement.

FORM OF AMENDMENT, CONSENT AND WAIVER AGREEMENT
Amendment, Consent and Waiver Agreement • May 18th, 2012 • Advaxis, Inc. • Pharmaceutical preparations • New York

AMENDMENT, CONSENT AND WAIVER AGREEMENT (the “Agreement”) is made as of the ____ day of May 2012 by and between Advaxis, Inc., a Delaware corporation (the “Company”), and the purchaser (the “Investor”).

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