Unassociated Document


    
       Exhibit
4.2

    

     

    
      NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE 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 REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A
UNDER SAID ACT.

       

      Right to
Purchase ________ shares of Common Stock of Advaxis, Inc. (subject to adjustment
as provided herein)

      


      AMENDED
AND RESTATED

      COMMON
STOCK PURCHASE WARRANT

       

      No. __________

       

      Issue
Date: ___________

       

      This Amended and Restated Common Stock
Purchase Warrant hereby amends, restates, supersedes and replaces that certain
Common Stock Purchase Warrant (the “Original Warrant”),
dated as of June 19, 2009, by and between the Company and the Holder and the
date of the payment in full for the purchase price hereof shall, for purposes of
Rule 144 under the Securities Act, be deemed to be June 19, 2009.

       

      ADVAXIS,
INC., a corporation organized under the laws of the State of Delaware (the
“Company”),
hereby certifies that, for value received, ____________, or its assigns (the
“Holder”), is
entitled, subject to the terms set forth below, to purchase from the Company at
any time after the Issue Date until 5:00 p.m., E.S.T on the fifth anniversary of
the Issue Date (the “Expiration Date”), up
to _________ fully paid and nonassessable shares of Common Stock at a per share
purchase price of $0.17.  The aforedescribed purchase price per share, as
adjusted from time to time as herein provided, is referred to herein as the
“Exercise
Price.”  The number and character of such shares of Common
Stock and the Exercise Price are subject to adjustment as provided
herein.  The Company may reduce the Exercise Price for some or all of
the Warrants, temporarily or permanently.  Capitalized terms used and
not otherwise defined herein shall have the meanings set forth in that certain
Note Purchase Agreement (the “Purchase Agreement”),
dated as of June 19, 2009 entered into by the Company and the
Holder.

       

      As used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:

       

      (a)           The
term “Company”
shall include Advaxis, Inc. and any corporation which shall succeed or assume
the obligations of Advaxis, Inc. hereunder.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b)           The
term “Common
Stock” means (a) the Company’s Common Stock, $0.001 par value per share,
as authorized on the date of the Purchase Agreement and (b) any other securities
into which or for which any of the securities described in (a) may be converted
or exchanged pursuant to a plan of recapitalization, reorganization, merger,
sale of assets or otherwise.

       

      (c)           The
term “Common Stock
Deemed Outstanding” means, at any given time, the number of shares of
Common Stock actually outstanding at such time, plus the number of shares of
Common Stock issuable upon the exercise of all options or securities convertible
into Common Stock.

       

      (d)           The
term “Exempt
Issuances” means the issuance of (a) shares of Common Stock or options to
employees, officers or directors of the Company pursuant to any stock or option
plan duly adopted for such purpose by a majority of the non-employee members of
the Board of Directors or a majority of the members of a committee of
non-employee directors established for such purpose, (b) securities upon the
exercise or exchange of or conversion of any securities issued under the
Purchase Agreement and/or other securities exercisable or exchangeable for or
convertible into shares of Common Stock issued and outstanding on the date
hereof, provided that such securities have not been amended since the date
hereof to increase the number of such securities or to decrease the exercise,
exchange or conversion price of such securities, (c) securities pursuant to
acquisitions or strategic transactions approved by a majority of the
disinterested directors of the Company, provided that any such issuance shall
only be to a person which is, itself or through its subsidiaries, an operating
company in a business synergistic with the business of the Company and in which
the Company receives benefits in addition to the investment of funds, but shall
not include a transaction in which the Company is issuing securities primarily
for the purpose of raising capital or to an entity whose primary business is
investing in securities and (d) shares of Common Stock with an aggregate value
of no more than $150,000 issued to vendors of the Company valued based on the
VWAP at the time of issuance; provided, however, that from
and after October 17, 2012 this subclause (d) of the definition of “Exempt
Issuances” shall be deemed to be amended to provide that any shares of Common
Stock issued to vendors of the Company in consideration of goods provided or to
be provided to the Company, or services rendered or to be rendered to the
Company, shall constitute an Exempt Issuance.

       

      (e)           The
term “Other
Securities” refers to any shares of capital stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the Holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 4 or otherwise.

       

      (f)           The
term “Subsidiary” means any
direct or indirect subsidiary of the Company and shall, where applicable,
include any direct or indirect subsidiary of the Company formed or acquired
after the date hereof.

       

      (g)           The
term “Trading
Day” means any day on which the New York Stock Exchange is open for
trading.

       

      
        
          
          

        

        
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      (h)           The
term “Warrant
Shares” shall mean the Common Stock issuable upon exercise of this
Warrant.

       

      1. Exercise of
Warrant.

       

      1.1. Number of Shares Issuable
upon Exercise.  From
and after the Issue Date through and including the Expiration Date, the Holder
hereof shall be entitled to receive, upon exercise of this Warrant in whole in
accordance with the terms of subsection 1.2 or upon exercise of this
Warrant in part in accordance with subsection 1.3, shares of Common Stock
of the Company, subject to adjustment pursuant to Section 4.

       

      1.2. Full
Exercise.  This
Warrant may be exercised in whole by the Holder hereof by delivery of an
original or facsimile copy of the form of subscription attached as Exhibit A hereto
(the “Subscription
Form”) duly executed by such Holder and delivery of payment, in cash,
wire transfer or by certified or official bank check payable to the order of the
Company, in the amount obtained by multiplying the number of shares of Common
Stock for which this Warrant is then exercisable by the Exercise Price then in
effect.  The original Warrant is not required to be surrendered to the
Company until it has been fully exercised.

       

      1.3. Partial
Exercise

       

      .  This
Warrant may be exercised in part (but not for a fractional share) by delivery of
a Subscription Form in the manner and at the place provided in
subsection 1.2 except that the amount payable by the Holder on such partial
exercise shall be the amount obtained by multiplying (a) the number of
whole shares of Common Stock designated by the Holder in the Subscription Form
by (b) the Exercise Price then in effect.  On any such partial
exercise, provided the Holder has surrendered the original Warrant, the Company,
at its expense, will forthwith issue and deliver to or upon the order of the
Holder hereof a new Warrant of like tenor, in the name of the Holder hereof or
as such Holder (upon payment by such Holder of any applicable transfer taxes)
may request, the whole number of shares of Common Stock for which such Warrant
may still be exercised for the balance of.

       

      1.4. Fair Market
Value. Fair
Market Value of a share of Common Stock as of a particular date (the “Determination Date”)
shall mean:

       

      (a) If the
Company’s Common Stock is listed on a national securities exchange, then the
average of the closing or last sale prices, respectively, reported for the five
trading days immediately preceding (but not including) the Determination
Date;

       

      (b) If the
Company’s Common Stock is not listed on a national securities exchange, but is
quoted in the over-the-counter market or the “pink-sheets”, then the average of
the closing bid prices reported for the five trading days immediately preceding
(but not including) the Determination Date;

       

      (c) Except as
provided in clause (d) below and Section 3.1, if the Company’s Common Stock
is not publicly traded, then as the Holder and the Company agree, or in the
absence of such an agreement, by arbitration in accordance with the rules then
standing of the American Arbitration Association, before a single arbitrator to
be chosen from a panel of persons qualified by education and training to pass on
the matter to be decided; or

       

      
        
          
          

        

        
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      (d) If the
Determination Date is the date of a liquidation, dissolution or winding up, or
any event deemed to be a liquidation, dissolution or winding up pursuant to the
Company’s certificate of incorporation (as amended and/or restated from time to
time, the “Charter”), then all
amounts to be payable per share to holders of the Common Stock pursuant to the
Charter in the event of such liquidation, dissolution or winding up, plus all
other amounts to be payable per share in respect of the Common Stock in
liquidation under the Charter, assuming for the purposes of this clause
(d) that all of the shares of Common Stock then issuable upon exercise of
all of the Warrants are outstanding at the Determination Date.

       

      1.5. Company
Acknowledgment. The
Company will, at the time of the exercise of the Warrant, upon the request of
the Holder hereof acknowledge in writing its continuing obligation to afford to
such Holder any rights to which such Holder shall continue to be entitled after
such exercise in accordance with the provisions of this Warrant. If the Holder
shall fail to make any such request, such failure shall not affect the
continuing obligation of the Company to afford to such Holder any such
rights.

       

      1.6. Trustee for Warrant
Holders. In the
event that a bank or trust company shall have been appointed as trustee for the
Holder of the Warrants pursuant to Subsection 3.2, such bank or trust
company shall have all the powers and duties of a warrant agent (as hereinafter
described) and shall accept, in its own name for the account of the Company or
such successor person as may be entitled thereto, all amounts otherwise payable
to the Company or such successor, as the case may be, on exercise of this
Warrant pursuant to this Section 1.

       

      1.7. Delivery of Stock
Certificates, etc. on Exercise. The
Company agrees that the shares of Common Stock purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder hereof as the record owner of
such shares as of the close of business on the date on which delivery of a
Subscription Form shall have occurred and payment made for such shares as
aforesaid. As soon as practicable after the exercise of this Warrant in whole or
in part, the Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered to
the Holder hereof, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct in compliance with applicable securities
laws, a certificate or certificates for the number of duly and validly issued,
fully paid and non-assessable shares of Common Stock (or Other Securities) to
which such Holder shall be entitled on such exercise, plus, in lieu of any
fractional share to which such Holder would otherwise be entitled, cash equal to
such fraction multiplied by the then Fair Market Value of one full share of
Common Stock, together with any other stock or other securities and property
(including cash, where applicable) to which such Holder is entitled upon such
exercise pursuant to Section 1 or otherwise.

       

      2. Cashless
Exercise.

       

      (a) Payment
upon exercise may be made at the option of the Holder either (i) in cash, wire
transfer or by certified or official bank check payable to the order of the
Company equal to the applicable aggregate Exercise Price, (ii) by delivery of
Common Stock issuable upon exercise of the Warrants in accordance with
Section (b) below or (iii) by a combination of any of the
foregoing methods, for the number of shares of Common Stock specified in such
form (as such exercise number shall be adjusted to reflect any adjustment in the
total number of shares of Common Stock issuable to the Holder per the terms of
this Warrant) and the Holder shall thereupon be entitled to receive the number
of duly authorized, validly issued, fully-paid and non-assessable shares of
Common Stock (or Other Securities) determined as provided herein.

       

      
        
          
          

        

        
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      (b) Subject
to the provisions herein to the contrary, if the Fair Market Value of one share
of Common Stock is greater than the Exercise Price (at the date of calculation
as set forth below), in lieu of exercising this Warrant for cash, the Holder may
elect to receive shares of Common Stock equal to the value (as determined below)
of this Warrant (or the portion thereof being cancelled) by surrender of this
Warrant at the principal office of the Company together with the properly
endorsed Subscription Form, in which event the Company shall issue to the Holder
a number of shares of Common Stock computed using the following
formula:

       

      
        
          
            	
                    X
      =

                  	 	
                    Y
      (A-B)

                  
	 	
                     A

                  


          

        

         

      

      
        	
                Where

              	
                X=

              	
                the
      number of shares of Common Stock to be issued to the
  Holder

              


      

       

      
        	
                 
      

              	
                Y=

              	
                the
      number of shares of Common Stock purchasable under the Warrant or, if only
      a portion of the Warrant is being exercised, the portion of the Warrant
      being exercised (at the date of such
  calculation)

              


      

       

      
        	
                 
      

              	
                A=

              	
                the
      Fair Market Value of the Common Stock (determined as of the trading day
      immediately prior to, but not including, the Exercise
  Date)

              


      

       

      
        	
                 
      

              	
                B=

              	
                Exercise
      Price (as adjusted to the date of such
  calculation)

              


      

       

      (c) The
Holder may employ the cashless exercise feature described in Section (b) above
at any time.

       

      For
purposes of Rule 144 promulgated under the Securities Act of 1933, as amended,
it is intended, understood and acknowledged that the Warrant Shares issued in a
cashless exercise transaction shall be deemed to have been acquired by the
Holder, and the holding period for the Warrant Shares shall be deemed to have
commenced, on the date the Original Warrant was originally issued pursuant to
the Purchase Agreement.  In connection with sales pursuant to said
Rule 144, the Company covenants to use commercially reasonable efforts to cause
its counsel (or other counsel) to provide, at the Company’s expense, the
necessary legal opinions require by the Company’s transfer agent to effectuate
such sales pursuant to Rule 144.

       

      3. Adjustment for
Reorganization, Consolidation, Merger, etc.

       

      3.1. Fundamental
Transaction. If, at
any time while this Warrant is outstanding,

       

      
        
          
          

        

        
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      (A) the
Company effects any merger or consolidation of the Company with or into another
entity, (B) the Company effects any sale of all or substantially all of its
assets in one or a series of related transactions, (C) any tender offer or
exchange offer (whether by the Company or another entity) is completed pursuant
to which holders of Common Stock are permitted to tender or exchange their
shares for other securities, cash or property, or (D) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other
securities, cash or property (each, a “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the
Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such
Fundamental Transaction, the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration (the “Alternate
Consideration”) receivable upon or as a result of such merger,
consolidation or disposition of assets by a Holder of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
event.  For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and the Company
shall apportion the Exercise Price among the Alternate Consideration in a
reasonable manner reflecting the relative value of any different components of
the Alternate Consideration. If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental
Transaction. To the extent necessary to effectuate the foregoing provisions, any
successor to the Company or surviving entity in such Fundamental Transaction
shall issue to the Holder a new warrant consistent with the foregoing provisions
and evidencing the Holder’s right to exercise such warrant into Alternate
Consideration. The terms of any agreement pursuant to which a Fundamental
Transaction is effected shall include terms requiring any such successor or
surviving entity to comply with the provisions of this Section 3.1 and insuring
that this Warrant (or any such replacement security) will be similarly adjusted
upon any subsequent transaction analogous to a Fundamental Transaction.
Notwithstanding anything to the contrary in this Warrant, in the event of a
Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3
transaction” as defined in Rule 13e-3 under the Securities Exchange Act of
1934(as amended, the “Exchange Act”) or (3)
a Fundamental Transaction involving a person or entity not traded on a national
securities exchange, the Company or any successor entity shall pay at the
Holder’s option, exercisable at any time concurrently with or within 30 days
after the consummation of the Fundamental Transaction, an amount of cash equal
to the value of this Warrant as determined in accordance with the Black Scholes
Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i)
a price per share of Common Stock equal to the volume weighted average price of
the Common Stock for the trading day immediately preceding the date of
consummation of the applicable Fundamental Transaction, (ii) a risk-free
interest rate corresponding to the U.S. Treasury rate for a period equal to the
remaining term of this Warrant as of the date of consummation of the applicable
Fundamental Transaction and (iii) an expected volatility equal to the 100 day
volatility obtained from the “HVT” function on Bloomberg L.P. determined as of
the trading day immediately following the public announcement of the applicable
Fundamental Transaction.

       

      3.2. Dissolution.  In
the event of any dissolution of the Company following the transfer of all or
substantially all of its properties or assets, the Company, prior to such
dissolution, shall at its expense deliver or cause to be delivered the stock and
other securities and property (including cash, where applicable) receivable by
the Holder of the Warrants after the effective date of such dissolution pursuant
to this Section 3 to a bank or trust company (a “Trustee”) having its
principal office in New York, NY, as trustee for the Holder of the
Warrants.  Such property shall be delivered only upon payment of the
Warrant exercise price.

       

      
        
          
          

        

        
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      3.3. Continuation of
Terms.  Upon
any reorganization, consolidation, merger or transfer (and any dissolution
following any transfer) referred to in this Section 3, this Warrant shall
continue in full force and effect and the terms hereof shall be applicable to
the Other Securities and property receivable on the exercise of this Warrant
after the consummation of such reorganization, consolidation or merger or the
effective date of dissolution following any such transfer, as the case may be,
and shall be binding upon the issuer of any Other Securities, including, in the
case of any such transfer, the person acquiring all or substantially all of the
properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Warrant as provided in
Section 4.  In the event this Warrant does not continue in full
force and effect after the consummation of the transaction described in this
Section 3, then only in such event will the Company’s securities and
property (including cash, where applicable) receivable by the Holder of the
Warrants be delivered to the Trustee as contemplated by
Section 3.2.

       

      3.4. Subsequent Equity
Sales. If the
Company or any Subsidiary thereof, as applicable, at any time after the date
hereof while this Warrant is outstanding, shall sell or grant any option to
purchase, or sell or grant any right to reprice, or otherwise dispose of or
issue (or announce any offer, sale, grant or any option to purchase or other
disposition) any Common Stock entitling any Person to acquire shares of Common
Stock, at an effective price per share less than the then Exercise Price (such
lower price, the “Base
Share Price” and such issuances collectively, a “Dilutive Issuance”)
(if the holder of the Common Stock so issued shall at any time, whether by
operation of purchase price adjustments, reset provisions, floating conversion,
exercise or exchange prices or otherwise, or due to warrants, options or rights
per share which are issued in connection with such issuance, be entitled to
receive shares of Common Stock at an effective price per share which is less
than the Exercise Price, such issuance shall be deemed to have occurred for less
than the Exercise Price on such date of the Dilutive Issuance), then the
Exercise Price shall be reduced and only reduced to equal the Base Share Price
and the number of Warrant Shares issuable hereunder shall be increased such that
the aggregate Exercise Price payable hereunder, after taking into account the
decrease in the Exercise Price, shall be equal to the aggregate Exercise Price
prior to such adjustment. Such adjustment shall be made whenever such Common
Stock are issued.  Notwithstanding the foregoing, no adjustments shall
be made, paid or issued under this Section 3.4 in
respect of an Exempt Issuance. The Company shall notify the Holder in writing,
no later than the Trading Day following the issuance of any Common Stock subject
to this Section 3.4, indicating therein the
applicable issuance price, or applicable reset price, exchange price, conversion
price and other pricing terms (such notice the “Dilutive Issuance
Notice”). For purposes of clarification, whether or not the Company
provides a Dilutive Issuance Notice pursuant to this Section 3.4, upon the occurrence of any Dilutive Issuance,
after the date of such Dilutive Issuance the Holder is entitled to receive a
number of Warrant Shares based upon the Base Share Price regardless of whether
the Holder accurately refers to the Base Share Price in the Notice of
Exercise.

       

      3.5. Subsequent Rights
Offerings. If the
Company, at any time after the date hereof while the Warrant is outstanding,
shall issue rights, options or warrants to all holders of Common Stock (and not
to Holders) entitling them to subscribe for or purchase shares of Common Stock
at a price per share less than the Exercise Price (such lower price, the “Base Rights Price”
and such issuances collectively, a “Dilutive Rights
Issuance”), then the Exercise Price shall be reduced and only reduced to
equal the Base Rights Price and the number of Warrant Shares issuable hereunder
shall be increased such that the aggregate Exercise Price payable hereunder,
after taking into account the decrease in the Exercise Price, shall be equal to
the aggregate Exercise Price prior to such adjustment. Such adjustment shall be
made whenever such rights, options or warrants are issued, and shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such rights, options or warrants.
Notwithstanding the foregoing, no adjustments shall be made, paid or issued
under this Section 3.5 in respect of an Exempt
Issuance. The Company shall issue a Dilutive Issuance Notice to the Holder in
writing, no later than the Trading Day following the issuance of any rights,
options or warrants subject to this Section 3.5,
indicating therein the applicable exchange price or conversion price and other
pricing terms. For purposes of clarification, whether or not the Company
provides a Dilutive Issuance Notice pursuant to this Section 3.5, upon the occurrence of any Dilutive Rights
Issuance, after the date of such Dilutive Rights Issuance the Holder is entitled
to receive a number of Warrant Shares based upon the Base Rights Price
regardless of whether the Holder accurately refers to the Base Rights Price in
the Notice of Exercise.

       

      
        
          
          

        

        
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      3.6. Adjustments for Adjustments
under Prior Warrants.
Notwithstanding anything to the contrary contained herein, including the
definition of “Exempt Issuance,” (i) any issuance, sale or grant, occurring on
or after June 19, 2009 and on or prior to October 17, 2012 that caused, causes
or would cause a reduction to the “Exercise Price” or increase in the “Warrant
Shares” number under any Common Stock Purchase Warrant issued by the Company
pursuant to the Securities Purchase Agreement dated October 17, 2007, as such
Warrant is in effect on the date hereof and without giving effect to any waiver
or amendment of the same after June 19, 2009, shall cause an immediate and
corresponding reduction to the Exercise Price hereunder (to the extent such
reduced Exercise Price is lower than the exercise price in effect under this
Warrant at such time) and cause an increase in the Warrant Share number pursuant
to the provisions hereof (calculated pursuant to Sections 3.4 and/or 3.5 by
using such reduced Exercise Price); provided that there shall be no duplicative
adjustment in the event that such the Exercise Price and Warrant Shares are
adjusted for such transaction pursuant to Sections 3.4 and 3.5.

       

      4. Extraordinary Events
Regarding Common Stock.  In
the event that the Company shall (a) issue additional shares of the Common
Stock as a dividend or other distribution on outstanding Common Stock,
(b) subdivide its outstanding shares of Common Stock, or (c) combine
its outstanding shares of the Common Stock into a smaller number of shares of
the Common Stock, then, in each such event, the Exercise Price shall,
simultaneously with the happening of such event, be adjusted by multiplying the
then Exercise Price by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding immediately prior to such event and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately after such event, and the product so obtained shall thereafter be
the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be
readjusted in the same manner upon the happening of any successive event or
events described herein in this Section 4. The number of shares of Common
Stock that the Holder of this Warrant shall thereafter, on the exercise hereof,
be entitled to receive shall be adjusted to a number determined by multiplying
the number of shares of Common Stock that would otherwise (but for the
provisions of this Section 4 be issuable on such exercise by a fraction of which
(a) the numerator is the Exercise Price that would otherwise (but for the
provisions of this Section 4 be in effect, and (b) the denominator is the
Exercise Price in effect on the date of such exercise.

       

      
        
          
          

        

        
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      5. Certificate as to
Adjustments.  In
each case of any adjustment or readjustment in the shares of Common Stock (or
Other Securities) issuable on the exercise of the Warrants, the Company at its
expense will promptly cause its Chief Financial Officer or other appropriate
designee to compute such adjustment or readjustment in accordance with the terms
of the Warrant and prepare a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based, including a statement of (a) the consideration
received or receivable by the Company for any additional shares of Common Stock
(or Other Securities) issued or sold or deemed to have been issued or sold,
(b) the number of shares of Common Stock (or Other Securities) outstanding
or deemed to be outstanding, and (c) the Exercise Price and the number of
shares of Common Stock to be received upon exercise of this Warrant, in effect
immediately prior to such adjustment or readjustment and as adjusted or
readjusted as provided in this Warrant. The Company will forthwith mail a copy
of each such certificate to the Holder of the Warrant and any Warrant Agent of
the Company (appointed pursuant to Section 10 hereof).

       

      6. Reservation of Stock,
etc. Issuable on Exercise of
Warrant; Financial Statements.   The Company will at all
times reserve and keep available, solely for issuance and delivery on the
exercise of the Warrants, sufficient shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of the
Warrant.  This Warrant entitles the Holder hereof to receive copies of
all financial and other information distributed or required to be distributed to
the holders of the Company’s Common Stock.

       

      7. Assignment; Exchange of
Warrant.  Subject
to compliance with applicable securities laws, this Warrant, and the rights
evidenced hereby, may be transferred by any registered Holder hereof (a “Transferor”). On the
surrender for exchange of this Warrant, with the Transferor’s endorsement in the
form of Exhibit B
attached hereto (the “Transferor Endorsement
Form”) and together with an opinion of counsel reasonably satisfactory to
the Company that the transfer of this Warrant will be in compliance with
applicable securities laws, the Company will issue and deliver to or on the
order of the Transferor thereof a new Warrant or Warrants of like tenor, in the
name of the Transferor and/or the transferee(s) specified in such Transferor
Endorsement Form (each a “Transferee”), calling
in the aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face or faces of the Warrant so surrendered by the
Transferor.

       

      8. Replacement of
Warrant.  On
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any such loss,
theft or destruction of this Warrant, on delivery of an indemnity agreement or
security reasonably satisfactory in form and amount to the Company or, in the
case of any such mutilation, on surrender and cancellation of this Warrant, the
Company at its expense, twice only, will execute and deliver, in lieu thereof, a
new Warrant of like tenor.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      9. Maximum
Exercise.  The
Holder shall not be entitled to exercise this Warrant on an exercise date, in
connection with that number of shares of Common Stock which would be in excess
of the sum of (i) the number of shares of Common Stock beneficially owned
by the Holder and its affiliates on an exercise date, and (ii) the number
of shares of Common Stock issuable upon the exercise of this Warrant with
respect to which the determination of this limitation is being made on an
exercise date, which would result in beneficial ownership by the Holder and its
affiliates of more than 9.99% of the outstanding shares of Common Stock on such
date.  For the purposes of the immediately preceding sentence,
beneficial ownership shall be determined in accordance with
Section 13(d) of the Exchange Act and Rule 13d-3
thereunder.  The Holder shall have the authority and obligation to
determine whether the restriction contained in this Section 9 will limit any
conversion hereunder and to the extent that the Holder determines that the
limitation contained in this Section applies, the determination of which portion
of the Notes are convertible shall be the responsibility and obligation of the
Holder.

       

      10. Warrant
Agent.  The
Company may, by written notice to the Holder of the Warrant, appoint an agent (a
“Warrant
Agent”) for the purpose of issuing Common Stock (or Other Securities) on
the exercise of this Warrant pursuant to Section 1, exchanging this Warrant
pursuant to Section 7, and replacing this Warrant pursuant to
Section 8, or any of the foregoing, and thereafter any such issuance,
exchange or replacement, as the case may be, shall be made at such office by
such Warrant Agent.

       

      11. Transfer on the Company’s
Books.  Until
this Warrant is transferred on the books of the Company, the Company may treat
the registered Holder hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.

       

      12. Notices.   All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur.  The
addresses for such communications shall be as set forth in the Purchase
Agreement or such other address as a party designates to the other party in
writing.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      13. Law Governing This
Warrant.  This
Warrant shall be governed by and construed in accordance with the laws of the
State of New York without regard to principles of conflicts of
laws.  Any action brought by either party against the other concerning
the transactions contemplated by this Warrant shall be brought only in the state
courts of New York or in the federal courts located in the state and county of
New York.  The parties to this Warrant hereby irrevocably waive any
objection to jurisdiction and venue of any action instituted hereunder and shall
not assert any defense based on lack of jurisdiction or venue or based upon
forum non
conveniens.  The Company and Holder waive trial by
jury.  In the event that any provision of this Warrant or any other
agreement delivered in connection herewith is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law.  Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of any
agreement.   Each party hereby irrevocably waives personal
service of process and consents to process being served in any suit, action or
proceeding in connection with this Warrant by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Warrant 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 other manner permitted by
law.  The Original Warrant is hereby amended, restated, superseded and
replaced hereby and such Original Warrant shall be of no further force and
effect.

       

      [SIGNATURES
ON THE FOLLOWING PAGE]

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.

       

      
        
          	 	 	 
	 	 	 
	 	
                  ADVAXIS,
      INC.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	
                  Name:

                	 


        

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        



      Exhibit A

       

      FORM OF
SUBSCRIPTION

       

      (to be
signed only on exercise of Warrant)

       

      TO:  ADVAXIS,
INC.

       

      The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable
box):

       

      
        	
                ___

              	
                ________
      shares of the Common Stock covered by such Warrant;
  or

              


      

       

      
        	
                ___

              	
                the
      maximum number of shares of Common Stock covered by such Warrant pursuant
      to the cashless exercise procedure set forth in
      Section 2.

              


      

       

      The
undersigned herewith makes payment of the full purchase price for such shares at
the price per share provided for in such Warrant, which is
$______.  Such payment takes the form of (check applicable box or
boxes):

       

      
        	
                ___

              	
                $__________
      in lawful money of the United States;
and/or

              


      

       

      
        	
                ___

              	
                the
      cancellation of such portion of the attached Warrant as is exercisable for
      a total of _______ shares of Common Stock (using a Fair Market Value of
      $_______ per share for purposes of this calculation);
    and/or

              


      

       

      
        	
                ___

              	
                the
      cancellation of such number of shares of Common Stock as is necessary, in
      accordance with the formula set forth in Section 2, to exercise this
      Warrant with respect to the maximum number of shares of Common Stock
      purchasable pursuant to the cashless exercise procedure set forth in
      Section 2.

              


      

       

      The
undersigned requests that the certificates for such shares be issued in the name
of, and delivered to _________________________________ whose address is
_____________________________________________
______________________________________.

       

      The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the within Warrant shall be made
pursuant to registration of the Common Stock under the Securities Act of 1933,
as amended (the “Securities Act”), or
pursuant to an exemption from registration under the Securities
Act.

       

      
        	
                Dated:

              	
                __________________________________________

                (Signature
      must conform to name of Holder as

                specified
      on the face of the Warrant)

                __________________________________________

                __________________________________________

                __________________________________________

                (Address)

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit B

       

      FORM OF
TRANSFEROR ENDORSEMENT

       

      (To be
signed only on transfer of Warrant)

       

      For value
received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading “Transferees” the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of ADVAXIS, INC. to which the within Warrant relates specified under the
headings “Percentage Transferred” and “Number Transferred,” respectively,
opposite the name(s) of such person(s) and appoints each such person Attorney to
transfer its respective right on the books of ADVAXIS, INC. with full power of
substitution in the premises.

       

      
        	
                Transferees

              	
                Percentage
      Transferred

              	
                Number
      Transferred

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


      

      


      
        	
                Dated:  ______________,
      ___________

                 

                Signed
      in the presence of:

                ___________________________________

                (Name)

                ACCEPTED
      AND AGREED:

                [TRANSFEREE]

                __________________________________

                (Name)

              	
                _____________________________________

                (Signature
      must conform to name of Holder

                as
      specified on the face of the warrant)

                 

                _____________________________________

                _____________________________________

                (address)

                _____________________________________

                _____________________________________

                (address)