EXHIBIT
10.61

     

    NOTE
PURCHASE AGREEMENT

     

    THIS NOTE PURCHASE AGREEMENT
(the “Agreement”)
is made as of the ____ day of October, 2009, by and between Advaxis, Inc., a
Delaware corporation (the “Company”),
and the purchaser listed on Schedule A hereto
(the “Investor”).

     

    WHEREAS,
the Investor is willing to lend the Company the amounts set forth on Schedule A hereto
pursuant to the terms of this Agreement and a promissory note (a “Note”)
convertible into shares of the Company’s common stock, $0.001 par value (the
“Common
Stock”), all as more particularly described in the form of Note attached
hereto as Exhibit
A and for warrants, in substantially the form attached hereto as Exhibit B (the “Warrants”);
and

     

    WHEREAS,
the parties have agreed that the obligation to repay the Notes shall be an
unsecured obligation of the Company.

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and in consideration of the premises and the
mutual agreements, representations and warranties, provisions and covenants
contained herein, the parties hereto, intending to be legally bound hereby,
agree as follows:

     

    1.           Purchase and Sale of Notes
and Warrants.  On
the Closing Date (as hereinafter defined), subject to the terms and conditions
of this Agreement, the Investor hereby agrees to purchase and the Company hereby
agrees to sell and issue (a) a Note in the principal amount set forth opposite
the Investor’s name on Schedule A hereto and
(b) a Warrant to acquire that number of shares of Common Stock as is set forth
opposite the Investor’s name on Schedule A hereto
(the “Warrant
Shares”).

     

    2.           Purchase
Price. The
purchase price for the Investor of the Notes and the Warrants to be purchased by
each the Investor at the Closing shall be the amount set forth opposite the
Investor’s name on Schedule A hereto
(the “Purchase
Price”). The Notes will be issued with an original issue discount of ten
percent (15%).  The Investor shall pay $0.85 for each $1.00 of
principal amount of Notes and Warrants to be purchased at the
Closing.  The Investor and the Company agree that the Notes and the
Warrants constitute an “investment unit” for purposes of Section 1273(c)(2) of
the Internal Revenue Code of 1986, as amended (the “Code”).  At
the Closing the Investor shall fund the Purchase Price by wire transfer of
immediately available funds (to an account designated by the
Company).

     

    3.           The
Closing(s).  Subject
to the conditions set forth below, the purchase and sale of the Notes and the
Warrants shall take place at the offices of Greenberg Traurig, LLP, The MetLife
Building, 200 Park Avenue, New York, New York 10166, on the date hereof or at
such other time and place as the Company and the Investor mutually agree (the
“Closing”
and the “Closing
Date”).  At the Closing, the Company shall deliver to the
Investor:  (i) the Investor’s original Note in the principal amount
set forth opposite the Investor’s name on Schedule A; and (ii)
a warrant certificate representing the Warrants issuable to the Investor in the
amount set forth opposite the Investor’s name on Schedule
A.  At the Closing, the Investor shall deliver to the Company
an executed IRS Form W-9.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    4.           Closing
Conditions.

     

    4.1           Condition’s to Investor’s
Obligations.  The
obligation of the Investor to purchase and fund its Note at the Closing is
subject to the fulfillment, to the Investor’s reasonable satisfaction, prior to
or at the Closing, of each of the following conditions:

     

    (a)           Representations and
Warranties.  The
representations and warranties of the Company contained in this Agreement shall
be true and correct in all material respects on the date hereof and on and as of
the Closing Date as if made on and as of such date.

     

    (b)           Notes, Warrant
Certificates.  At
the Closing, the Company shall have tendered to the Investor the appropriate
Note and Warrants and other deliverables set forth herein.

     

    (c)           No
Actions.  No
action, proceeding, investigation, regulation or legislation shall have been
instituted, threatened or proposed before any court, governmental agency or
authority or legislative body to enjoin, restrain, prohibit, or obtain
substantial damages in respect of, this Agreement or the consummation of the
transactions contemplated by this Agreement.

     

    (d)           Proceedings and
Documents.  All
proceedings in connection with the transactions contemplated hereby and all
documents and instruments incident to such transactions shall be satisfactory in
substance and form to the Investor, and the Investor shall have received all
such counterpart originals or certified or other copies of such documents as
they may reasonably request.

     

    4.2           Condition’s to the Company’s
Obligations.  The
obligation of the Company to sell and issue a Note at the applicable Closing is
subject to the fulfillment, to the Company’s reasonable satisfaction, prior to
or at the Closing in question, of each of the following conditions:

     

    (a)           Representations and
Warranties.  The
representations and warranties of the Investor contained in this Agreement
(other than Section 6.2 and 6.3) shall be true and correct in all material
respects on the date hereof and on and as of the Closing Date as if made on and
as of such date.  The representations of the Investor contained in
Sections 6.2 and 6.3 shall be true and correct in all respects on the date
hereof and on and as of the Closing Date as if made on and as of such
date.

     

    (b)           Purchase
Price.  At
the Closing, the Investor shall have tendered to the Company the Purchase
Price.

     

    (c)           Deliverables.  At
the Closing, the Investor shall have tendered to the Company the appropriate
deliverables set forth herein.

     

    (d)           No
Actions.  No
action, proceeding, investigation, regulation or legislation shall have been
instituted, threatened or proposed before any court, governmental agency or
authority or legislative body to enjoin, restrain, prohibit, or obtain
substantial damages in respect of, this Agreement or the consummation of the
transactions contemplated by this Agreement.


    
      
         


      

      
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    (e)           Proceedings and
Documents.  All
proceedings in connection with the transactions contemplated hereby and all
documents and instruments incident to such transactions shall be satisfactory in
substance and form to the Company  and the Company shall have received
all such counterpart originals or certified or other copies of such documents as
the Company may reasonably request.

     

    5.           Representations and
Warranties of the Company.  The
Company hereby represents and warrants to Investor that:

     

    5.1           Organization, Good Standing
and Qualification.  The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware.  The Company is duly
qualified to transact business and is in good standing in each jurisdiction in
which the failure to so qualify would have a material adverse effect on its
business or properties.

     

    5.2           Capitalization and Voting
Rights.  The
authorized capital of the Company as of the date hereof consists
of:

     

    (a)           Preferred
Stock.  5,000,000
shares of Preferred Stock, par value $0.001 per share (the “Preferred
Stock”), of which none are presently issued and outstanding.

     

    (b)           Common
Stock.  500,000,000
shares of common stock, par value $0.001 per share (“Common
Stock”), of which 115,638,243 shares were issued and outstanding as of
August 31, 2009.

     

    5.3           Authorization.  All
corporate action on the part of the Company, its officers, directors and
stockholders necessary for the authorization, execution and delivery of this
Agreement, the Warrant and the performance of all obligations of the Company
hereunder and thereunder, and the authorization (or reservation for issuance),
sale and issuance of the Notes and the Warrants, and the Common Stock into which
the Notes and Warrants are convertible or exercisable (the “Underlying
Securities” and together with the Notes and the Warrants, the “Securities”),
have been taken on or prior to the date hereof.

     

    5.4           Valid Issuance of the
Underlying Securities.  The
Underlying Securities when issued and delivered in accordance with the terms of
this Agreement, the Notes and the Warrants, as applicable, for the consideration
expressed herein and therein, will be duly and validly issued, fully paid and
nonassessable and will be free of restrictions on transfer, other than
restrictions on transfer under this Agreement and under applicable state and
federal securities laws.

     

    5.5           Offering.  Subject
to the truth and accuracy of the Investor’s representations set forth in Section
5 of this Agreement, the offer and issuance of the Notes and Warrants, together
with the Underlying Securities, as contemplated by this Agreement are exempt
from the registration requirements of the Securities Act of 1933, as amended
(the “1933
Act”) and the qualification or registration requirements of state
securities laws or other applicable blue sky laws.  Neither the
Company nor any authorized agent acting on its behalf will take any action
hereafter that would cause the loss of such exemptions.


    
      
         


      

      
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    5.6           Public
Reports.  The
Company is current in its filing obligations under the Securities Act of 1934,
as amended (the “1934
Act”), including without limitation as to its filings of Annual Reports
on Form 10-K (or 10-KSB, as applicable) and Quarterly Reports on Form 10-Q (or
10-QSB, as applicable)(collectively, the “Public
Reports”); provided, however, the Company’s Quarterly Report on Form 10-Q
for the period ended July 31, 2009 was filed on September 24, 2009 rather than
the required filing date of September 14, 2009.  The Public Reports do
not contain any untrue statement of a material fact or omit to state any fact
necessary to make any statement therein not misleading.  The financial
statements included within the Public Reports for the fiscal year ended October
31, 2007, for the fiscal year ended October 31, 2008, and for each quarterly
period thereafter (the “Financial
Statements”) have been prepared in accordance with generally accepted
accounting principles (“GAAP”)
applied on a consistent basis throughout the periods indicated and with each
other, except that unaudited Financial Statements may not contain all footnotes
required by generally accepted accounting principles.  The Financial
Statements fairly present, in all material respects, the financial condition and
operating results of the Company as of the dates, and for the periods, indicated
therein, subject in the case of unaudited Financial Statements to normal
year-end audit adjustments.

     

    5.7           Compliance With
Laws.  The
Company has not violated any law or any governmental regulation or requirement
which violation has had or would reasonably be expected to have a material
adverse effect on its business, and the Company has not received written notice
of any such violation.

     

    5.8           Violations.  The
consummation of the transactions contemplated by this Agreement and all other
documents and instruments required to be delivered in connection herewith and
therewith, including without limitation, the Notes and Warrants, will not result
in or constitute any of the following:  (a) a violation of any
provision of the certificate of incorporation, bylaws or other governing
documents of the Company; (b) a violation of any provisions of any applicable
law or of any writ or decree of any court or governmental instrumentality; (c) a
default or an event that, with notice or lapse of time or both, would be a
default, breach, or violation of a lease, license, promissory note, conditional
sales contract, commitment, indenture, mortgage, deed of trust, or other
agreement, instrument, or arrangement to which the Company is a party or by
which the Company or its property is bound; (d) an event that would permit any
party to terminate any agreement or to accelerate the maturity of any
indebtedness or other obligation of the Company; or (e) the creation or
imposition of any lien, pledge, option, security agreement, equity, claim,
charge, encumbrance or other restriction or limitation on the capital stock or
on any of the properties or assets of the Company.

     

    5.9           Consents;
Waivers.  No
consent, waiver, approval or authority of any nature, or other formal action, by
any person, firm or corporation, or any agency, bureau or department of any
government or any subdivision thereof, not already obtained, is required in
connection with the execution and delivery of this Agreement by the Company or
the consummation by the Company of the transactions provided for herein and
therein.


    
      
         


      

      
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    5.10           Acknowledgment Regarding
Investor’s Purchase of Securities. The
Company acknowledges and agrees that the Investor is acting solely in the
capacity of arm’s length purchaser with respect to the this Agreement, the Note,
the Warrant and the other documents entered into in connection herewith
(collectively, the “Transaction
Documents”) and the transactions contemplated hereby and thereby and that
no Investor is (i) an officer or director of the Company, (ii) an “affiliate” of
the Company (as defined in Rule 144) or (iii) to the knowledge of the Company, a
“beneficial owner” of more than 10% of the shares of Common Stock (as defined
for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges
that no Investor is acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to the Transaction Documents and the
transactions contemplated hereby and thereby, and any advice given by a Investor
or any of its representatives or agents in connection with the Transaction
Documents and the transactions contemplated hereby and thereby is merely
incidental to the Investor’s purchase of the Securities.  The Company
further represents to each Investor that the Company’s decision to enter into
the Transaction Documents has been based solely on the independent evaluation by
the Company and its representatives.

     

    5.11           Sarbanes-Oxley
Act. The
Company is in compliance with any and all applicable requirements of the
Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and
all applicable rules and regulations promulgated by the Securities and Exchange
Commission thereunder that are effective as of the date hereof.

     

    5.12           Absence of
Litigation. There
is no action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the Company, threatened against or affecting the
Company, the Common Stock or any of the Company’s officers or directors in their
capacities as such.

     

    6.           Representations and
Warranties of the Investor.  The
Investor hereby represents, warrants and covenants that:

     

    6.1           Authorization.  The
Investor has full power and authority to enter into this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated hereby
and has taken all action necessary to authorize the execution and delivery of
this Agreement, the performance of its obligations hereunder and the
consummation of the transactions contemplated hereby.

     

    6.2           No Public Sale or
Distribution. The
Investor is (i) acquiring the Notes and the Warrants and (ii) upon conversion of
the Notes and exercise of the Warrants (other than pursuant to a Cashless
Exercise (as defined in the Warrants)) will acquire the Underlying Securities
for its own account, not as a nominee or agent, and not with a view towards, or
for resale in connection with, the public sale or distribution of any part
thereof, except pursuant to sales registered or exempted under the 1933
Act.  The Investor is acquiring the Securities hereunder in the
ordinary course of its business.  The Investor does not presently have
any contract, agreement, undertaking, arrangement or understanding, directly or
indirectly, with any individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization and a
government or any department or agency thereof (a “Person”)
to sell, transfer, pledge, assign or otherwise distribute any of the
Securities.


    
      
         


      

      
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    6.3           Accredited Investor Status;
Investment Experience. The
Investor is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D. The Investor can bear the economic risk of its investment in the
Securities, and has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of an investment
in the Securities.

     

    6.4           Reliance on
Exemptions.  The
Investor understands that the Securities are being offered and sold to it in
reliance on specific exemptions from the registration requirements of United
States federal and state securities laws and that the Company is relying in part
upon the truth and accuracy of, and the Investor’s compliance with, the
representations, warranties, agreements, acknowledgments and understandings of
the Investor set forth herein in order to determine the availability of such
exemptions and the eligibility of the Investor to acquire the
Securities.

     

    6.5           Information. The
Investor and its advisors, if any, have been furnished with all materials
relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been requested by
the Investor. The Investor and its advisors, if any, have been afforded the
opportunity to ask questions of the Company. Neither such inquiries nor any
other due diligence investigations conducted by the Investor or its advisors, if
any, or its representatives shall modify, amend or affect the Investor’s right
to rely on the Company’s representations and warranties contained herein. The
Investor understands that its investment in the Securities involves a high
degree of risk. The Investor has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision with respect
to its acquisition of the Securities. The Investor is relying solely on its own
accounting, legal and tax advisors, and not on any statements of the Company or
any of its agents or representatives, for such accounting, legal and tax advice
with respect to its acquisition of the Securities and the transactions
contemplated by this Agreement.

     

    6.6           No Governmental
Review. The
Investor understands that no United States federal or state agency or any other
government or governmental agency has passed on or made any recommendation or
endorsement of the Securities or the fairness or suitability of the investment
in the Securities nor have such authorities passed upon or endorsed the merits
of the offering of the Securities.

     

    6.7           Transfer or
Resale. The
Investor understands that: (i) the Securities have not been
and are not being registered under the 1933 Act or any state securities or “blue
sky” laws, the Securities constitute “restricted securities” as such term is
defined in Rule 144(a)(3) under the 1933 Act, and the Securities may not be
offered for sale, sold, transferred, assigned, pledged or otherwise distributed
unless (A) subsequently registered thereunder, (B) the Investor shall have
delivered to the Company an opinion of counsel, in a form generally acceptable
to the Company’s legal counsel, to the effect that such Securities to be sold,
assigned or transferred may be sold, assigned or transferred pursuant to an
exemption from such registration, or (C) the Investor provides the Company and
its legal counsel with reasonable assurance that such Securities can be sold,
assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the
1933 Act (or a successor rule thereto) (collectively, “Rule
144”); (ii) any sale of the Securities made in reliance on Rule 144 may
be made only in accordance with the terms of Rule 144 and further, if Rule 144
is not applicable, any resale of the Securities under circumstances in which the
seller (or the Person through whom the sale is made) may be deemed to be an
underwriter (as that term is defined in the 1933 Act) may require compliance
with some other exemption under the 1933 Act or the rules and regulations of the
SEC thereunder; and (iii) neither the Company nor any other Person is under any
obligation to register the Securities under the 1933 Act or any state securities
laws or to comply with the terms and conditions of any exemption
thereunder.

     

    
      
         

      

      
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    6.8           Legends. The
Investor understands that the certificates or other instruments representing the
Notes and the Warrants and, the stock certificates representing the Underlying
Securities, except as set forth below, shall bear any legends as required by
applicable state securities or “blue sky” laws in addition to a restrictive
legend in substantially the following form (and a stop-transfer order may be
placed against transfer of such stock certificates):

     

    NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL, IN A FORM GENERALLY ACCEPTABLE TO THE COMPANY’S LEGAL COUNSEL, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE
144 OR RULE 144A UNDER SAID ACT.

     

    The
Company shall use its reasonable best efforts to cause its transfer agent to
remove the legend set forth above and to issue a certificate without such legend
to the holder of the Securities upon which it is stamped, or to issue to such
holder by electronic delivery at the applicable balance account at the
Depository Trust Company, unless otherwise required by state securities or “blue
sky” laws, at such time as (i) such Securities are registered for resale under
the 1933 Act, (ii) in connection with a sale, assignment or other transfer, such
holder provides the Company with an opinion of counsel, in a form generally
acceptable to the Company’s legal counsel, to the effect that such sale,
assignment or transfer of the Securities may be made without registration under
the 1933 Act, or (iii) such holder provides the Company and its legal counsel
with reasonable assurance in writing that the Securities can be sold, assigned
or transferred pursuant to Rule 144 or Rule 144A.

     

    6.9           Validity; Enforcement; No
Conflicts. This
Agreement and each Transaction Document to which the Investor is a party have
been duly and validly authorized, executed and delivered on behalf of the
Investor and shall constitute the legal, valid and binding obligations of the
Investor enforceable against the Investor in accordance with their respective
terms, except as such enforceability may be limited by general principles of
equity or to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the
enforcement of applicable creditors’ rights and remedies. The
execution, delivery and performance by the Investor of this Agreement and each
Transaction Document to which the Investor is a party and the consummation by
the Investor of the transactions contemplated hereby and thereby will not (i)
result in a violation of the organizational documents of the Investor or (ii)
conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Investor is a party, or (iii) result in a
violation of any law, rule, regulation, order, judgment or decree (including
federal and state securities or “blue sky” laws) applicable to the Investor,
except in the case of clause (ii) above, for such conflicts, defaults or rights
which would not, individually or in the aggregate, reasonably be expected to
have a material adverse effect on the ability of the Investor to perform its
obligations hereunder.

     

    
      
         

      

      
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    6.10           Residency. The
Investor is a resident of that jurisdiction specified below its address on Schedule
A.

     

    6.11           Company Has Senior
Indebtedness Outstanding and is Permitted to Issue Other
Indebtedness. The
Investor acknowledges that the Company has outstanding currently secured
indebtedness that is senior in right of payment with the indebtedness evidenced
by the Note and the Company is permitted in the future to issue and create
indebtedness and security interests of any kind, including without limitation,
indebtedness that is senior to or pari passu with the Company's obligations
under the Note.  The Investor expressly acknowledges that its Note is
subordinated to the existing and future indebtedness of the
Company.

     

    7.           Use of Proceeds; Repayment
of Deferred Compensation to Moore or Moore Note.  The
Investor acknowledges that the Company will use the proceeds received from the
purchase of the Note and Warrant for, among other things, (i) costs and expenses
relating to the Company’s Phase II Clinical Studies in cervical cancer and CIN,
(ii) costs and expenses relating to the sale of the Notes and Warrants (iii)
costs and expenses relating to obtaining one or more follow-on financings,
including without limitation payment of commitment fees and other fees and
expenses associated therewith; (iv) general working capital purposes and (v)
repayments of amounts owed to Thomas Moore as noted herein.  The
Investor acknowledges that the Company owes Thomas Moore approximately one
hundred eighty five thousand six hundred ninety two dollars and thirty four
cents ($185,692.34) in deferred salary and that the Company owes Thomas Moore
approximately Nine Hundred and Twenty Five Thousand Dollars ($925,000) pursuant
to a promissory note and that the Company may use the proceeds from the purchase
of the Notes and Warrants or other available Company funds for payments to
Thomas Moore for deferred salary and repayments of the other amounts owed to
him.

     

    8.           Rule 144
Availability.  At
all times during the period commencing on the six (6) month anniversary of the
Closing Date and ending at such time that all of the Securities can be sold
without the requirement to be in compliance with Rule 144(c)(1) and otherwise
without restriction or limitation pursuant to Rule 144, the Company shall use
its commercially reasonable efforts to ensure the availability of Rule 144 to
the Investor with regard to the Underlying Securities, including compliance with
Rule 144(c)(1).

     

    
      
         

      

      
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    9.           Indemnification.


    9.1           Indemnification by the
Company.  The
Company agrees to indemnify, hold harmless, reimburse and defend the Investor,
and its officers, directors, agents, affiliates, members, managers, control
persons, and principal shareholders, against any claim, cost, expense,
liability, obligation, loss or damage (including reasonable legal fees) of any
nature, incurred by or imposed upon the Investor or any such person which
results, arises out of or is based upon (i) any material misrepresentation by
Company or breach of any representation or warranty by Company in this Agreement
or in any exhibits or schedules attached hereto, or other agreement delivered
pursuant hereto; or (ii) after any applicable notice and/or cure periods, any
breach or default in performance by the Company of any covenant or undertaking
to be performed by the Company hereunder, or any other agreement entered into by
the Company and Investor relating hereto.  Notwithstanding anything
herein to the contrary, in no event shall the Company be liable to the Investor
(in the aggregate) for more than the Purchase Price paid by the
Investor.

     

    9.2           Indemnification by the
Investor.  Each
Investor, severally but not jointly, agrees to indemnify, hold harmless,
reimburse and defend the Company, each other Investor, and any of their
officers, directors, agents, affiliates, members, managers, control persons, and
principal shareholders, against any claim, cost, expense, liability, obligation,
loss or damage (including reasonable legal fees) of any nature, incurred by or
imposed upon the Investor or any such person which results, arises out of or is
based upon (i) any material misrepresentation by the Investor or breach of any
representation or warranty by the Investor in this Agreement or in any exhibits
or schedules attached hereto, or other agreement delivered pursuant hereto; or
(ii) after any applicable notice and/or cure periods, any breach or default in
performance by the Company of any covenant or undertaking to be performed by the
Investor hereunder, or any other agreement entered into by the Company and the
Investor relating hereto.

     

    10.           Miscellaneous

     

    10.1           Successors and
Assigns.  Except
as otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties (including transferees of the
Securities).  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.

     

    10.2           Governing Law; Jurisdiction;
Jury Trial. All
questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
the internal laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York.  Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in The City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper.  Each party
hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address for such notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF
THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

     

    
      
         

      

      
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    10.3           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.

     

    10.4           Notices.  All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given:  (a) upon personal delivery to the party to be
notified, (b) when sent by confirmed telex or facsimile if sent during normal
business hours of the recipient; if not, then on the next business day, (c) five
(5) business days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one (1) day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt.  All communications shall be sent to
(a) in the case of the Company to Advaxis, Inc., Technology Centre of New
Jersey, 675 Rt. 1, Suite B113, North Brunswick, N.J. 08902, Attention: Chief
Executive Officer, with a copy (which shall not constitute notice) to Greenberg
Traurig, LLP, The MetLife Building, 200 Park Avenue, New York, NY 10166,
Attention: Robert H. Cohen, Esq.; Fax#: (212) 801-6400 or (b) in the case of the
Investor, to the address as set forth on the signature page or exhibit pages
hereof or, in either case, at such other address as such party may designate by
ten (10) days advance written notice to the other parties hereto.

     

    10.5           Finder’s
Fees.  Except
for fees payable by the Company to persons designated by the Company, each party
represents that it neither is nor will be obligated for any finders’ fee or
commission in connection with this transaction.  Each Investor,
severally and not jointly, shall indemnify and hold harmless the Company from
any liability for any commission or compensation in the nature of a finders’ fee
(and the costs and expenses of defending against such liability or asserted
liability) for which Investor or any of its officers, partners, employees or
representatives is responsible.  The Company shall indemnify and hold
harmless the Investor from any liability for any commission or compensation in
the nature of a finders’ fee (and the costs and expenses of defending against
such liability or asserted liability) for which the Company or any of its
officers, employees or representatives is responsible.

     

    10.6           Amendments and
Waivers.  Any
term of this Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and Investor.  Any amendment or waiver effected in accordance with
this paragraph shall be binding upon Investor, each future holder of the
Securities and the Company, provided that no such amendment shall be binding on
a holder that does not consent thereto to the extent such amendment treats such
party differently than any party that does consent thereto.

     

    10.7           Severability.  If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.


    
      
         


      

      
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    10.8           Entire
Agreement.  This
Agreement and the documents referred to herein constitute the entire agreement
among the parties and no party shall be liable or bound to any other party in
any manner by any warranties, representations or covenants except as
specifically set forth herein or therein.

     

    10.9           Counterparts.  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.

     

    10.10        
Interpretation.  Unless
the context of this Agreement clearly requires otherwise, (a) references to the
plural include the singular, the singular the plural, the part the whole, (b)
references to any gender include all genders, (c) “including” has the inclusive
meaning frequently identified with the phrase “but not limited to” and (d)
references to “hereunder” or “herein” relate to this Agreement.

     

    [SIGNATURES
ON THE FOLLOWING PAGE]


    
      
         


      

      
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    IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed and delivered as of the
date provided above.

     

    
      
        
          
            
              	
                      THE COMPANY

                    
	 
      
	
                      ADVAXIS,
      INC.

                    
	 
      
	
                      By:

                    	
                        

                    
	
                      Name:

                    	
                        

                    
	
                      Title:

                    	
                        

                    
	 
      
	
                      INVESTOR:

                    
	 
      
	
                      [______________________]

                    
	 
      
	
                      By:

                    	
                        

                    
	
                      Name:

                    	
                        

                    
	
                      Title:

                    	
                        

                    
	 
      
	
                      Address
      for Notices:

                    
	 
      
	 
      
	
                      Fax#:

                    
	 
      
	
                      Tax
      ID#:

                    


            

          

        

      

    


    
      
         


      

      
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    Schedule
A

     

    Investor

     

    
      
        
          	
                  
                    Name and Address of

                  

                  
                    Purchaser

                  

                	 
      	
                  
                    Aggregate

                    Purchase Price

                  

                	 
      	
                  
                    Principal Face

                    Amount of Note

                  

                	 
      	
                  
                    Number of

                    Warrant Shares

                  

                
	 
      	
                    

                	 
      	
                    

                	 
      	
                    

                	 
      


        

      

    


    
      
         


      

      
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    EXHIBIT
A

     

    Form
of Convertible Promissory Note


    
      
         


      

      
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    EXHIBIT
B

     

    Form
of Warrant


    
      
         


      

      
        15