Exhibit
10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into
as of November 8, 2021 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.


 


The
parties hereby agree as follows:


 


1.
Certain Definitions.


 


As
used in this Agreement, the following terms shall have the following meanings:


 


“Initiation
Date” means the date that is earlier of (i) the date of the “Closing,” as such term is defined in the Merger Agreement,
and (ii) the date the Merger Agreement is terminated in accordance with its terms.


 


“Investors”
means the Investors identified in the Purchase Agreement and any Affiliate or permitted transferee of any Investor who is a subsequent
holder of Registrable Securities.


 


“Prospectus”
means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect
to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments
and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus,
and (ii) any “free writing prospectus” as defined in Rule 405 under the 1933 Act.


 


“Register,”
“registered” and “registration” refer to a registration made by preparing and filing a Registration
Statement or similar document in compliance with the 1933 Act, and the declaration or ordering of effectiveness of such Registration
Statement or document.


 


“Registrable
Securities” means (i) the Shares and (ii) any other securities issued or issuable with respect to or in exchange for Registrable
Securities, whether by merger, charter amendment or otherwise; provided, that, a security shall cease to be a Registrable Security upon
the first to occur of (A) a Registration Statement with respect to the sale of such Registrable Securities being declared effective by
the SEC under the 1933 Act and such Registrable Securities having been disposed of by the holder thereof in accordance with such effective
Registration Statement, (B) such Registrable Securities having been previously sold in accordance with Rule 144 (or another exemption
from the registration requirements of the 1933 Act), (C) such securities becoming eligible for resale without volume or manner-of-sale
restrictions and without current public information requirements pursuant to Rule 144 as set forth in a written opinion letter to such
effect, addressed, delivered and acceptable to the Transfer Agent and the affected holders (assuming that such securities and any securities
issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were
at no time held by any Affiliate of the Company), as reasonably determined by the Company, upon the advice of counsel to the Company
and the Transfer Agent has issued certificates or book entries for such Registrable Securities to the holder thereof, or as such holder
may direct, without any restrictive legend and (D) the second anniversary of the Initiation Date.


 




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“Registration
Statement” means any registration statement of the Company under the 1933 Act that covers the resale of any of the Registrable
Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective
amendments, all exhibits and all material incorporated by reference in such Registration Statement.


 


“Required
Investors” means the Investors holding a majority of the Registrable Securities outstanding from time to time.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance of the SEC staff, or any comments, requirements or requests
of the SEC staff and (ii) the 1933 Act.


 


“Shares”
means the shares of Common Stock purchased by the Investors pursuant to the Purchase Agreement.


 


2.
Registration.


 


(a)
Registration Statements.


 


(i)
Promptly following the Initiation Date but no later than sixty (60) calendar days after the Initiation Date (the “Filing Deadline”),
the Company shall prepare and file with the SEC one Registration Statement covering the resale of all of the Registrable Securities which,
for the avoidance of doubt, may also register the sale or issuance of primary securities. Subject to any SEC comments, such Registration
Statement shall include the plan of distribution, substantially in the form and substance set forth in Exhibit A hereto. Such
Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule
416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions
with respect to the Registrable Securities. Such Registration Statement (and each amendment or supplement thereto, and each request for
acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors prior to its filing or other
submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the 10th Business
Day following the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty,
in an amount equal to 1% of the aggregate amount paid pursuant to the Purchase Agreement by such Investor for such Registrable Securities
then held by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration
Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary
remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each
Investor in cash no later than five (5) Business Days after the end of each 30-day period (the “Payment Date”). Interest
shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such
amount is paid in full.


 




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(ii)
The Company shall take reasonable efforts to register the Registrable Securities on Form S-3 if such form is available for use by the
Company, provided that if at such time the Registration Statement is on Form S-1, the Company shall maintain the effectiveness of the
Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has
been declared effective by the SEC.


 


(b)
Expenses. The Company will pay all expenses associated with any Registration Statement, including filing and printing fees, the
Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable
state securities laws, listing fees, fees and expenses of one counsel to the Investors and the Investors’ reasonable expenses in
connection with the registration, but excluding discounts, commissions and fees of underwriters, selling brokers, dealer managers or
similar securities industry professionals with respect to the Registrable Securities being sold. Except as provided in Section 6 hereof,
the Company shall not be responsible for legal fees incurred by holders of Registrable Securities in connection with the performance
of its rights and obligations under the Transaction Documents.


 


(c)
Effectiveness.


 


(i)
The Company shall use commercially reasonable efforts to have the Registration Statements declared effective as soon as reasonably practicable
after the filing thereof. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event,
within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors
with access to a copy of any related Prospectus to be used in connection with the sale or other disposition of the securities covered
thereby. Subject to Section 2(d), if (A) a Registration Statement covering the Registrable Securities is not declared effective by the
SEC prior to the earlier of (i) five (5) Business Days after the SEC informs the Company that no review of such Registration Statement
will be made or that the SEC has no further comments on such Registration Statement and (ii) the 90th day after the Initiation Date (the
“Effectiveness Deadline”), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot
be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s
failure to update such Registration Statement), but excluding any Allowed Delay (as defined below) or, if the Registration Statement
is on Form S-1, for a period of twenty (20) days following the date on which the Company files a post-effective amendment to incorporate
the Company’s Annual Report on Form 10-K (a “Maintenance Failure”), then the Company will make pro rata payments
to each Investor then holding Registrable Securities, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate
amount paid pursuant to the Purchase Agreement by such Investor for such Registrable Securities then held by such Investor for each 30-day
period or pro rata for any portion thereof following the date by which such Registration Statement should have been effective (the “Blackout
Period”). Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect
the right of the Investors to seek injunctive relief. The amounts payable as liquidated damages pursuant to this paragraph shall be paid
no later than five (5) Business Days after each such 30-day period following the commencement of the Blackout Period until the termination
of the Blackout Period (the “Blackout Period Payment Date”). Such payments shall be made to each Investor in cash.
Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Blackout Payment
Date until such amount is paid in full.


 




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(ii)
Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to file a Registration Statement (or
any amendment thereto) or, if a Registration Statement has been filed but not declared effective by the SEC, request effectiveness of
such Registration Statement, for a period of up to forty-five (45) days (or, in the case of clause (D) below, sixty (60) days), if (A)
the Company determines in good faith that a postponement is in the best interest of the Company and its stockholders generally due to
a pending transaction involving the Company (including a pending securities offering by the Company, or any proposed financing, acquisition,
merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company),
(B) the Company determines such registration would render the Company unable to comply with applicable securities laws, (C) the Company
determines such registration would require disclosure of material information that the Company has a bona fide business purpose for preserving
as confidential, or (D) audited financial statements as of a date other than the fiscal year end of the Company would be required to
be prepared; and (ii) the Company may, upon written notice to any holder of Registrable Securities included in a Registration Statement,
suspend the use of any Registration Statement, including any Prospectus that forms a part of a Registration Statement, if the Company
(X) determines that it would be required to make disclosure of material information in the Registration Statement that the Company has
a bona fide business purpose for preserving as confidential, (Y) the Company determines it must amend or supplement the Registration
Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus
in light of the circumstances under which they were made, not misleading or (Z) the Company has experienced or is experiencing some other
material non-public event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith
judgment of the Company, would adversely affect the Company; provided, however, in no event shall holders of Registrable Securities be
suspended from selling Registrable Securities pursuant to the Registration Statement for a period that exceeds 45 consecutive Trading
Days or 60 total Trading Days in any 180-day period (any such suspension contemplated by this Section 2(c)(ii), an “Allowed Delay”).
Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice to holders
whose Registrable Securities are included in the Registration Statement, and shall promptly terminate any suspension of sales it has
put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby.


 




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(d)
Rule 415; Cutback. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in
a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933
Act (provided, however, the Company shall be obligated to use commercially reasonable efforts to advocate with the SEC for the registration
of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation
612.09) or requires any Investor to be named as an “underwriter,” the Company shall (i) promptly notify each holder of Registrable
Securities thereof and (ii) make commercially reasonable efforts to persuade the SEC that the offering contemplated by such Registration
Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that
none of the Investors is an “underwriter.” The Investors shall have the right to select one legal counsel designated by the
holders of a majority of the Registrable Securities, at such Investors’ expense, to review and oversee any registration or matters
pursuant to this Section 2(d), including participation in any meetings or discussions with the SEC regarding the SEC’s position
and to comment on any written submission made to the SEC with respect thereto. No such written submission with respect to this matter
shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company’s commercially
reasonable efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove
from such Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree
to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the
Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). Any cut-back
imposed on the Investors pursuant to this Section 2(d) shall be allocated among the Investors on a pro rata basis and shall be applied
first to any of the Registrable Securities of such Investor as such Investor shall designate, unless the SEC Restrictions otherwise require
or provide or the Investors otherwise agree. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Company
is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions applicable to such Cut Back Shares
(such date, the “Restriction Termination Date”). In furtherance of the foregoing, each Investor shall provide the
Company with prompt written notice of its sale of substantially all of the Registrable Securities under such Registration Statement such
that the Company will be able to file one or more additional Registration Statements covering the Cut Back Shares. From and after the
Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2 (including the Company’s
obligations with respect to the filing of a Registration Statement and its obligations to use reasonable efforts to have such Registration
Statement declared effective within the time periods set forth herein and the liquidated damages provisions relating thereto) shall again
be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline for such Registration Statement including such
Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) the date by which the Company is required
to obtain effectiveness with respect to such Cut Back Shares shall be the 60th day immediately after the Restriction Termination Date
(or the 120th day if the SEC reviews such Registration Statement).


 


(e)
Other Limitations. Notwithstanding any other provision herein or in the Purchase Agreement, (i) the Filing Deadline and each Effectiveness
Deadline for a Registration Statement shall be extended and any Maintenance Failure shall be automatically waived by no action of the
Investors, in each case, without default by or liquidated damages payable by the Company hereunder in the event that the Company’s
failure to make such filing or obtain such effectiveness or a Maintenance Failure results from the failure of an Investor to timely provide
the Company with information requested by the Company and necessary to complete a Registration Statement in accordance with the requirements
of the 1933 Act (in which case any such deadline would be extended, and a Maintenance Failure waived, with respect to all Registrable
Securities until such time as the Investor provides such requested information) and (ii) in no event shall the aggregate amount of liquidated
damages (or interest thereon) paid under this Agreement exceed, in the aggregate, 10% of the aggregate purchase price of the Shares.


 




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3.
Company Obligations. The Company will use commercially reasonable efforts to effect the registration of the Registrable Securities
in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:


 


(a)
use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective until
such time as there are no longer Registrable Securities held by the Investors (the “Effectiveness Period”) and advise
the Investors promptly in writing when the Effectiveness Period has expired;


 


(b)
prepare and file with the SEC such amendments and post-effective amendments to such Registration Statement and the related Prospectus
as may be necessary to keep such Registration Statement effective for the Effectiveness Period and to comply with the provisions of the
1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby;


 


(c)
provide via email to the Investors who have supplied the Company with email addresses each Registration Statement and all amendments
and supplements thereto not less than three (3) Trading Days prior to their filing with the SEC and reflect in each such document when
so filed with the SEC such comments regarding the Investors and the plan of distribution as the Investors may reasonably and promptly
propose no later than two (2) Trading Days after the Investors have been so furnished with copies of such documents as aforesaid;


 


(d)
furnish to each Investor whose Registrable Securities are included in any Registration Statement (i) promptly after the same is prepared
and filed with the SEC, if requested by the Investor, one (1) copy of any Registration Statement and any amendment thereto, each preliminary
prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC
or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration
Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment),
and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such
other documents as each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by
such Investor;


 


(e)
use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such
order is issued, obtain the withdrawal of any such order at the earliest possible moment;


 


(f)
prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate with
the Investors and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and
sale under the securities or blue sky laws of such jurisdictions requested by the Investors and do any and all other commercially reasonable
acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the Registration
Statement; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify
to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (ii) subject itself
to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f), or (iii) file a general
consent to service of process in any such jurisdiction;


 




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(g)
use commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities
exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;


 


(h)
promptly notify the Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of
any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly
prepare, file with the SEC and furnish to such holder a supplement to or an amendment of such Prospectus as may be necessary so that
such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the circumstances then existing;


 


(i)
otherwise use reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act,
including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof,
with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Investors in writing if, at any time during the Effectiveness
Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Investors are required to deliver
a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary
to facilitate the registration of the Registrable Securities hereunder; and


 


(j)
with a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of
the SEC that may at any time permit the Investors to sell Shares to the public without registration, the Company covenants and agrees
to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) six
months after such date as all of the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144
or any other rule of similar effect or (B) such date as there are no longer Registrable Securities; (ii) file with the SEC in a timely
manner all reports and other documents required of the Company under the 1934 Act; and (iii) furnish electronically to each Investor
upon request, as long as such Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied with
the reporting requirements of the 1934 Act, (B) a copy of or electronic access to the Company’s most recent Annual Report on Form
10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Investor
of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.


 




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4.
Due Diligence Review; Information. The Company shall, upon reasonable prior notice, make available, during normal business hours,
for inspection and review by the Investors, advisors to and representatives of the Investors (who may or may not be affiliated with the
Investors and who are reasonably acceptable to the Company) (collectively, the “Inspectors”), all pertinent financial
and other records, and all other corporate documents and properties of the Company (collectively, the “Records”) as
may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a
reasonable time period, to supply all such information reasonably requested by the Inspectors (including, without limitation, in response
to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and
effectiveness of such Registration Statement for the sole purpose of enabling such Investor and its accountants and attorneys to conduct
initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement; provided, however,
that each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to such Investor) or use of any
Record or other information which the Company determines in good faith to be confidential, and of which determination the Inspectors
are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration
Statement or is otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made generally
available to the public other than by disclosure in violation of this or any other Transaction Document. Each Investor agrees that it
shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through
other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between
the Company and any Investor) shall be deemed to limit the Investors’ ability to sell Registrable Securities in a manner which
is otherwise consistent with applicable laws and regulations.


 


Notwithstanding
the foregoing, the Company shall not disclose material nonpublic information to the Investors, or to advisors to or representatives of
the Investors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information
and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic
information for review and any Investor wishing to obtain such information enters into an appropriate confidentiality agreement with
the Company with respect thereto.


 


5.
Obligations of the Investors.


 


(a)
Each Investor shall execute and deliver a Selling Stockholder Questionnaire, in the form set forth as Exhibit B hereto, no later
than fifteen (15) days after the Closing Date. Each Investor shall additionally furnish in writing to the Company such other information
regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by
it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection
with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date
of any Registration Statement, the Company shall notify each Investor of the additional information the Company requires from such Investor
if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “Registration
Information Notice”). An Investor shall provide such information to the Company no later than two (2) Business Days following
receipt of a Registration Information Notice if such Investor elects to have any of the Registrable Securities included in such Registration
Statement. It is agreed and understood that it shall be a condition precedent to the obligations of the Company to complete the registration
pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that (i) such Investor furnish to the
Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities,
and (ii) the Investor execute such documents in connection with such registration as the Company may reasonably request, including, without
limitation, a waiver of its registration rights hereunder to the extent an Investor elects not to have any of its Registrable Securities
included in a Registration Statement.


 




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(b)
Each Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company
in connection with the preparation and filing of a Registration Statement hereunder, unless such Investor has notified the Company in
writing of its election to exclude all of its Registrable Securities from such Registration Statement.


 


(c)
Each Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to
Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such Investor will immediately discontinue disposition
of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities, until the Investor is advised
by the Company that such dispositions may again be made.


 


(d)
Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it
or an exemption therefrom in connection with sales of Registrable Securities pursuant to any Registration Statement.


 


6.
Indemnification.


 


(a)
Indemnification by the Company. The Company will indemnify and hold harmless each Investor and its officers, directors, members,
managers, partners, trustees, employees and agents and other representatives, successors and assigns, and each other person, if any,
who controls such Investor within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several,
to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement or omission or alleged omission of
any material fact contained in any Registration Statement, any preliminary Prospectus or final Prospectus, or any amendment or supplement
thereof; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage
or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission so made
in conformity with information furnished by such Investor or any such controlling person in writing specifically for use in such Registration
Statement or Prospectus, (ii) the use by an Investor of an outdated or defective Prospectus after the Company has notified such Investor
in writing that such Prospectus is outdated or defective or (iii) an Investor’s failure to send or give a copy of the Prospectus
or supplement (as then amended or supplemented), if required (and not exempted) to the Persons asserting an untrue statement or omission
or alleged untrue statement or omission at or prior to the written confirmation of the sale of Registrable Securities.


 




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(b)
Indemnification by the Investors. Each Investor agrees, severally but not jointly, to indemnify and hold harmless, to the fullest
extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within
the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting
from any untrue statement of a material fact or any omission of a material fact required to be stated in any Registration Statement or
Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to
the extent, but only to the extent, that such untrue statement or omission is contained in any information regarding such Investor and
furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment
or supplement thereto. In no event shall the liability of an Investor be greater than the dollar amount of the proceeds (net of all expenses
paid by such Investor in connection with any claim relating to this Section 6 and the amount of any damages such Investor has otherwise
been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities
included in such Registration Statement giving rise to such indemnification obligation.


 


(c)
Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying
party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such
claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall
have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel
shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, (b) the indemnifying
party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable
judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying
party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to
employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense
of such claim on behalf of such person); and provided, further that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially
adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party
shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm
of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party,
which shall not be unreasonably withheld or conditioned, consent to entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability
in respect of such claim or litigation.


 


(d)
Contribution. If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an
indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute
to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable
considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled
to contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a holder
of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder in connection
with any claim relating to this Section 6 and the amount of any damages such holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving
rise to such contribution obligation.


 




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7.
Miscellaneous.


 


(a)
Amendments and Waivers. This Agreement may be amended only by a writing signed by the Company and the Required Investors. The
Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company
shall have obtained the written consent to such amendment, action or omission to act, of the Required Investors.


 


(b)
Notices. All notices and other communications provided for or permitted hereunder shall be made as set forth in Section 9.4 of
the Purchase Agreement, mutatis mutandis.


 


(c)
Assignments and Transfers by Investors. The provisions of this Agreement shall be binding upon and inure to the benefit of the
Investors and their respective successors and permitted assigns. An Investor may transfer or assign, in whole or from time to time in
part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such
person, provided that (i) the Investor agrees in writing with the transferee or assignee to assign such rights and a copy of such agreement
is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such
transfer or assignment, furnished with written notice of (A) the name and address of such transferee or assignee and (B) the securities
with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment
the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities
laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee
or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; (v) such transfer shall have been
made in accordance with the applicable requirements of the Purchase Agreement and (vi) unless the transferee or assignee is an Affiliate
of, and after such transfer or assignment continues to be an Affiliate of, such Investor, the amount of Registrable Securities transferred
or assigned to such transferee or assignee represents at least $5.0 million of Registrable Securities (based on the then-current market
price of the Common Stock).


 


(d)
Assignments and Transfers by the Company. This Agreement may not be assigned by the Company without the prior written consent
of the Required Investors, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange
or similar business combination transaction (including without limitation the Merger) in which the Common Stock is converted into the
equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction,
be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person
and the term “Registrable Securities” shall be deemed to include the securities received by the Investors in connection with
such transaction unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.


 




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(e)
Benefits of the Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective
permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party
other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided in this Agreement.


 


(f)
Counterparts; Faxes. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be
deemed an original.


 


(g)
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


(h)
Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be
interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the
extent permitted by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable
in any respect.


 


(i)
Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions
as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein
contained.


 


(j)
Entire Agreement. This Agreement, together with the Purchase Agreement, constitutes the sole and entire agreement of the parties
to this Agreement with respect to the subject matter contained herein, and is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the understanding of the parties hereto in respect of the subject
matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject
matter.


 




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(k)
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District
Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of
this Agreement and the transactions contemplated hereby (each, a “Related Proceeding”). Service of process in connection
with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified
for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court
in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to
the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter
may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with
respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of
any such suit, action or proceeding. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT
TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


(l)
Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor hereunder are several and not
joint with the obligations of any other Investor hereunder, and no Investor shall be responsible in any way for the performance of the
obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and
no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as a partnership, an association,
a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or
as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the
Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with
respect to such obligations or transactions. Each Investor shall be entitled to protect and enforce its rights, including without limitation
the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in
any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in
the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and not
because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in
this Agreement is between the Company and an Investor, solely, and not between the Company and the Investors collectively and not between
and among Investor.


 


[remainder
of page intentionally left blank]


 




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IN
WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the
date first above written.


 


	COMPANY:	ADVAXIS,
    INC.  
	 	 
	 	By:	           
	 	Name:
    	 
	 	Title:
    	 


 


	INVESTOR:	 	 
	 	By:	 
	 	Name:	 
	 	Title:
    	 


 




    	15



     


    




 


Exhibit
A


 


Plan
of Distribution


 


We
are registering the shares of common stock previously issued to permit the resale of these shares of the common stock by the holders
thereof from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders
of shares of the common stock. We will bear all fees and expenses incident to our obligation to register the shares of the common stock,
except that, if the shares of the common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible
for underwriting discounts or commissions or agent’s commissions.


 


The
selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time
to time directly or through one or more underwriters, broker-dealers or agents. The shares of common stock may be sold in one or more
transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale,
or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions,


 


	 	●	on
    any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; 
	 	 	 
	  	●	in
    the over-the-counter market; 
	 	 	 
	  	●	in
    transactions otherwise than on these exchanges or systems or in the over-the-counter market; 
	 	 	 
	  	●	through
    the writing of options, whether such options are listed on an options exchange or otherwise; 
	 	 	 
	  	●	ordinary
    brokerage transactions and transactions in which the broker-dealer solicits purchasers; 
	 	 	 
	  	●	block
    trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as
    principal to facilitate the transaction; 
	 	 	 
	  	●	purchases
    by a broker-dealer as principal and resale by the broker-dealer for its account; 
	 	 	 
	  	●	an
    exchange distribution in accordance with the rules of the applicable exchange; 
	 	 	 
	  	●	privately
    negotiated transactions; 
	 	 	 
	  	●	short
    sales; 
	 	 	 
	  	●	sales
    pursuant to Rule 144 of the Securities Act; 
	 	 	 
	  	●	broker-dealers
    may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share; 
	 	 	 
	  	●	a
    combination of any such methods of sale; and 
	 	 	 
	  	●	any
    other method permitted pursuant to applicable law. 


 




    	 



     


    

 


If
the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents,
such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling
stockholders or commissions from purchasers of shares of common stock for whom they may act as agent or to whom they may sell as principal
(which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary
in the types of transactions involved). In connection with sales of shares of common stock or otherwise, the selling stockholders may
enter into hedging transactions with broker-dealers, which may in turn engage in short sales of shares of the common stock in the course
of hedging in positions they assume. The selling stockholders may also sell shares of the common stock short and deliver shares of the
common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales.
The selling stockholders may also loan or pledge shares of the common stock to broker-dealers that in turn may sell such shares.





 


The
selling stockholders may pledge or grant a security interest in some or all of the shares of the common stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of the common stock
from time to time pursuant to this prospectus or other applicable provisions of the Securities Act, amending, if necessary, the list
of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.
The selling stockholders also may transfer and donate shares of the common stock in other circumstances in which case the transferees,
donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.


 


The
selling stockholders and any broker-dealer participating in the distribution of shares of the common stock may be deemed to be “underwriters”
within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer
may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of shares of the
common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of
the common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts,
commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed
or reallowed or paid to broker-dealers.


 


Under
the securities laws of some states, shares of the common stock may be sold in such states only through registered or licensed brokers
or dealers. In addition, in some states shares of the common stock may not be sold unless such shares have been registered or qualified
for sale in such state or an exemption from registration or qualification is available and is complied with.


 




    	 



     


    

 


There
can be no assurance that any selling stockholder will sell any or all of the shares of the common stock registered pursuant to the registration
statement, of which this prospectus forms a part.


 


The
selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange
Act, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing
of purchases and sales of any of the shares of the common stock by the selling stockholders and any other participating person. Regulation
M may also restrict the ability of any person engaged in the distribution of shares of the common stock to engage in market-making activities
with respect to shares of the common stock. All of the foregoing may affect the marketability of shares of the common stock and the ability
of any person or entity to engage in market-making activities with respect to shares of the common stock.


 


We
will pay all expenses of the registration of shares of the common stock pursuant to the registration statement of which this prospectus
forms a part, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky”
laws; provided, however, that the selling stockholders will pay all underwriting discounts and selling commissions, if any. We will indemnify
the selling stockholders against liabilities, including some liabilities under the Securities Act, or the selling stockholders will be
entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the
Securities Act, that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus
or we may be entitled to contribution.


 


Once
sold under the registration statement of which this prospectus forms a part, shares of the common stock will be freely tradable in the
hands of persons other than our affiliates.


 




    	 



     


    




 


Exhibit
B


 


Selling
Stockholder Questionnaire