Exhibit
10.2


 


Certain
confidential information contained in this exhibit was omitted by means of redacting a portion of the text and replacing it with
[*****], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain confidential information has
been excluded from the exhibit because it is: (i) not material; and (ii) would be competitively harmful if publicly disclosed.


 


LEASE
TERMINATION AND SURRENDER AGREEMENT


 


THIS
LEASE TERMINATION AND SURRENDER AGREEMENT (this “Agreement”) dated as of March 26, 2021 between
300 CR LLC (the “Landlord”) and ADVAXIS INC. (the “Tenant”).


 


W
I T N E S S E T H:


 


WHEREAS,
300 CRA LLC (Landlord’s predecessor-in-interest) and Tenant are parties to that certain Lease Agreement dated, May 27, 2015,
as amended by a First Amendment to Lease Agreement dated February 1, 2016 and as further amended by a Second Amendment to Lease
Agreement dated August 29, 2016 (collectively, the “Lease”), relating to a portion of the Building located
at 305 College Road East, Princeton, New Jersey (“Premises”), as more particularly described in the Lease;


 


WHEREAS,
the Lease is scheduled to expire on November 30, 2025 (“Scheduled Expiration Date”);


 


WHEREAS,
Tenant requested that the Lease be terminated prior to the Scheduled Expiration Date; and


 


WHEREAS,
Landlord has agreed that Tenant may surrender the Premises prior to the Scheduled Expiration Date and Landlord shall accept the
surrender of the Premises on the condition that Landlord has entered into a replacement lease for the Premises and otherwise pursuant
to the terms and conditions in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1. Capitalized
Terms. Capitalized terms used herein, but not defined herein, shall have the meanings given to such terms in the Lease.


 




    	 



    	 



    

 


2. Lease
Termination. (a) Subject to the terms of this Agreement, the Lease and the term and estate granted thereunder shall terminate
and expire as of March 31, 2021 (“Surrender Date”), as fully and completely as if the Surrender Date
were the date originally fixed in the Lease as the termination date, and Tenant shall surrender the Premises to Landlord on the
Surrender Date, and Landlord shall accept the Premises on the Surrender Date. After the Surrender Date, Tenant shall have no further
rights, obligations or liabilities of any kind or nature under the Lease, except as expressly provided in this Agreement and except
as survive the termination of the Lease. Provided that Tenant has complied with all its obligations under this Agreement including
payment in full of the Termination Fee, and Tenant is not otherwise in default under the Lease, Landlord for itself and on behalf
of its successors, assigns, agents, and attorneys, hereby fully and completely releases and discharges Tenant and its successor,
assigns, representatives, employees, officers, directors, owners, members, and managers (collectively, the “Tenant Group”)
from any and all actions, causes of action, suits, claims, demands, damages, costs, liabilities, and obligations, whatsoever,
in law or in equity, that Landlord had, has or may ever have against the Tenant Group arising out of or otherwise relating, directly
or indirectly, to the Lease and/or the Premises except for indemnity obligations which expressly survive termination of the Lease.


 


(b) Tenant
shall continue to comply with and/or perform all of its obligations under the Lease, including, without limitation, the payment
of Basic Annual Rent and Additional Rent in accordance with the provisions of the Lease, to and including the Surrender Date.


 


3. Termination
Payment. In consideration for Landlord agreeing to terminate this Lease on the Surrender Date, Tenant shall pay to Landlord
the sum of One Million Dollars ($1,000,000) (“Termination Fee”). Any unapplied security deposits held by Landlord
on account of the Lease, which security deposits total $182,486.70 as of the date of this Agreement, shall be credited against
the Termination Fee. Accordingly, the balance of the Termination Fee (e.g. $817,513.30) shall be paid by Tenant to Landlord upon
the Surrender Date (such amount, the “Termination Payment”). All sums shall be paid by wire pursuant to the
wire instructions attached to this Agreement.


 


4. Condition
of Demised Premises. On or before the Surrender Date, Tenant shall comply with all of the terms and conditions of the Lease
which are applicable to the surrender and termination of the Lease, including, but not limited to, the provisions of Paragraph
26 of the Lease, provided, however, Landlord and Tenant agree that Tenant’s obligation under the Lease
to remove certain furniture, fixtures, and equipment from the Premises may be modified pursuant to a separate agreement between
Tenant and Cytosorbents Medical, Inc. (“Cytosorbents”), which is attached hereto as Schedule A.


 


5. Hold
Over. In the event that Tenant fails to surrender the Premises to Landlord in accordance with the terms of the Lease and this
Agreement on or before the Surrender Date, Landlord shall have all of its rights and remedies set forth in the Lease in connection
with such holdover.


 


6. Encumbrances.
Tenant hereby expressly covenants and warrants to Landlord that Tenant has not done or suffered any act or thing whereby the
Premises are or may be in any way encumbered.


 


7. Miscellaneous.
This Agreement, together with the Lease, is the complete understanding between the parties and supersedes all other prior agreements
and representations concerning its subject matter. To the extent of any inconsistency between the Lease and this Agreement, the
terms of this Agreement shall control.


 




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8. Counterparts.
This Agreement may be executed and delivered in any number of counterparts, each of which, when so executed and delivered, shall
constitute an original, fully enforceable counterpart for all purposes.


 


9. No
Offer. The mailing or delivery of this document or any draft of this document by Landlord or its agent or attorney to Tenant,
its agent or attorney shall not be deemed an offer by the Landlord on the terms set forth in this document or draft, and this
document or draft may be withdrawn or modified by Landlord or its agent at any time and for any reason. The purpose of this Paragraph
9 is to place Tenant on notice that this document or draft shall not be effective, nor shall Tenant have any rights with respect
hereto, unless and until Landlord shall execute this document.


 


10. Broker.
Tenant agrees to indemnify and hold harmless Landlord from and against any threatened or asserted claims, liabilities, losses
or judgments (including reasonable attorneys’ fees and disbursements) by any real estate broker or sales representative
claiming a commission, finder’s fee or other compensation in connection with this Agreement. The provisions of this Paragraph
10 shall survive the termination of the Lease.


 


11.
Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of New Jersey
without regard to its conflicts of law provision.


 


12.
 Authority.  Each Party represents and warrants that its undersigned representative has the right and authority to
enter into and execute this Agreement and any related documents on its behalf.


 


13.
CONDITIONAL ON NEW LEASE. TENANT HEREBY ACKNOWLEDGES AND AGREES THAT NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, THIS AGREEMENT IS EXPRESSLY CONDITIONED UPON LANDLORD ENTERING INTO A NEW LEASE FOR THE ENTIRE PREMISES WITH
CYTOSORBENTS. LANDLORD SHALL HAVE NO OBLIGATION TO ENTER INTO A NEW LEASE WITH CYTOSORBENTS OR ANY OTHER TENANT AND ANY NEW
LEASE SHALL BE ACCEPTABLE TO LANDLORD IN ITS SOLE AND ABSOLUTE DISCRETION. IF SUCH NEW LEASE IS NOT MUTUALLY EXECUTED BY
LANDLORD AND CYTOSORBENTS BY MARCH 26, 2021, THIS AGREEMENT SHALL AUTOMATICALLY BE NULL AND VOID AND THE LEASE SHALL
REMAIN IN FULL FORCE AND EFFECT.


 


[Signatures
continue on next page]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


 


	 	LANDLORD:
	 	 
	 	300
    CR LLC
	 	 	 
	 	By:	300
    CR Manager LLC, its Member   
	 	 	 
	 	By:	/s/Tom
    Stange
	 	Name:	Tom
    Stange
	 	Title:	Authorized
    Signatory


 


	 	TENANT:
	 	 
	 	ADVAXIS,
    INC.
	 	 	 
	 	By:	/s/
Kenneth A. Berlin
	 	Name:
    	Kenneth
    A. Berlin
	 	Title:	President and Chief Executive Officer,

                                                                                Interim Chief Financial Officer



 




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LANDLORD
WIRE INSTRUCTIONS


 


[*****]


 




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SCHEDULE
A – AGREEMENT WITH CYTOSORBENTS


 





 


[continued
on next page]


 




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