Exhibit 10.113


 





 


 


NEITHER, THE ISSUANCE AND SALE OF THE SECURITIES,
REPRESENTED BY THIS CERTIFICATE, NOR, THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE 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.


 


FORM
OF ADVAXIS, INC. Convertible Note


 


FOR VALUE RECEIVED
($100,000 CASH CONSIDERATION BY WIRE TRANSFER), ADVAXIS, INC., a Delaware corporation (hereinafter called “Borrower”
or the “Company”), hereby promises to pay to jmj financial
(the “Holder” or “Lender”) or order, without demand, the aggregate
principal amount of ONE-HUNDRED THOUSAND DOLLARS ($100,000.00) (the “Principal Amount”), payable on August
29, 2013 (the “Maturity Date”). This Convertible Note (“Note”) is an unsecured
obligation of the Borrower. There shall be no periodic payments of interest on this Note. The following terms shall apply to Note:


 


Section 1.Conversion.
The conversion privileges set forth herein shall remain in full force and effect immediately from the date hereof and until Note
is paid in full regardless of the occurrence of an Event of Default but subject to this Section 1. The Principal Amount of Note,
or such portion thereof, that has not previously been converted into common stock, $0.001 par value, of the Company (the “Common
Stock”) in accordance with Section 1 hereof, if any, shall be payable in full on the Maturity Date. The Holder shall
have the right to convert the Principal Amount of this Note into shares of the Borrower’s Common Stock as set forth below.
The conversion price in effect on any date of conversion shall be equal to $0.15, subject to adjustment herein (the “Conversion
Price”). In addition, for any conversion subsequent to November 30, 2012, if the market price of the stock is less
than $0.16 per share, then the Holder may convert in part or whole, any time thereafter, at a rate of 95% of the average of the
three lowest closing prices in the 15 trading days previous to the conversion. The Holder shall have the option, but shall not
be required, to convert all or a portion of the Note into a number of fully paid and non-assessable shares of Common Stock (the
“Conversion Shares”). The number of Conversion Shares issuable upon a conversion hereunder shall be
determined by the quotient obtained by dividing (x) the outstanding Principal Amount of this Note to be converted by (y) the Conversion
Price. As a condition to effecting the conversion set forth above, the Holder shall properly complete and deliver to the Company
a notice of conversion (the “Notice of Conversion”). The Notice of Conversion shall set forth the Principal
Amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion
Date”);. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that
such Notice of Conversion is deemed delivered hereunder. Upon timely delivery to the Borrower of the Notice of Conversion, certificates
evidencing that number of shares of Common Stock for the portion of the Note converted in accordance herewith shall be transmitted
by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with The Depository
Trust Company through its Deposit / Withdrawal at Custodian system if the Company is then a participant in such system and either
(A) there is an effective registration statement permitting the issuance of the Conversion Shares to, or resale of the Conversion
Shares by, the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant
to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Conversion by the date
that is three (3) trading days after the Conversion Date (such third day being the “Share Delivery Date”).
Note may be converted by the Holder, in whole or in part, as described in this Section 1 hereof. Upon partial conversion of Note,
a new Note containing the same date and provisions of Note shall, at the request of the Holder, be issued by the Borrower to the
Holder for the principal balance of Note and interest which shall not have been converted or paid. Notwithstanding anything to
the contrary contained in this Note, this Note shall not be convertible by the Holder hereof, and the Company shall not effect
any conversion of this Note or otherwise issue any shares of Common Stock pursuant hereto, to the extent (but only to the extent)
that the Holder or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”)
of the Common Stock.



    	 



    	 



    
 


Section 2.Event
of Default. The occurrence of any of the following events of default (“Event of Default”) shall, at the option
of the Holder hereof, make the outstanding Principal Amount plus all other amounts payable under this Note immediately due and
payable in cash at the Mandatory Default Amount (as defined below), upon demand: (i) the Borrower fails to pay the Principal Amount
or other sum due under Note when due; (ii) the Borrower breaches any covenant of this Note and such breach, if subject to cure,
continues for a period of three (3) trading days; (iii) the Borrower shall make an assignment for the benefit of creditors, or
apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business;
or such a receiver or trustee shall otherwise be appointed; (iv) any money judgment, writ or similar final process shall be entered
or filed against Borrower or any of its property or other assets for more than ONE MILLION DOLLARS ($1,000,000.00) and shall remain
unvacated, unbonded or unstayed for a period of THIRTY (30) days; (v) bankruptcy, reorganization, insolvency proceeding, liquidation
proceedings or other proceedings or relief under any bankruptcy law or any law, or the issuance of any notice in relation to such
event, for the relief of debtors shall be instituted by or against the Borrower and if instituted against them are not dismissed
within THIRTY (30) days of initiation; (vi) a default by the Borrower under any one or more obligations in an aggregate monetary
amount in excess of ONE MILLION DOLLARS ($1,000,000.00) for more than TWENTY (20) days after notice to the Borrower from the Holder,
unless the Borrower is contesting the validity of such obligation in good faith and has segregated cash funds equal to not less
than one-half of the contested amount; (vii) borrower’s failure to deliver Common Stock to the Holder pursuant to and in
the form required by Note within THREE (3) trading days after the applicable Conversion Date; (viii) failure by the Borrower to
have reserved for issuance upon conversion of this Note the amount of Common stock as set forth in this Note.


 


Upon the payment in
full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. In connection
with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest
or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its
rights and remedies hereunder and all other remedies available to it under applicable law. For purposes of this Section 2, “Mandatory
Default Amount” means the sum of (a) the greater of (i) the outstanding Principal Amount of this Note, divided by
the Conversion Price on the date the Mandatory Default Amount is either (A) demanded (if demand or notice is required to create
an Event of Default) or otherwise due or (B) paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the
date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or
(ii) 100% of the outstanding principal amount of this Note, and (b) all other amounts, costs, expenses and liquidated damages due
in respect of this Note.


 


Section 3.Reservation of Shares.
At all times during which this Note is convertible, the Borrower will reserve from its authorized and unissued Common Stock to
provide for the issuance of Common Stock upon the full conversion of this Note. The Borrower will at all times reserve at least
3,250,000 shares of Common Stock for conversion.


 


Section 4.Piggyback Registration
Rights. The Borrower shall include on the next registration statement the Borrower files with the Securities Exchange Commission
(the “SEC”) (or on the subsequent registration statement if such registration statement is withdrawn)
all shares issuable upon conversion of this Note in the amount of not less than 3,250,000 shares. Failure to do so will result
in liquidated damages of $50,000.00 (fifty thousand) of the outstanding principal balance of this Note being immediately due and
payable to the Lender at its election in the form of cash payment or addition to the balance of this Note.


 


Section 5.No
Shorting. Lender agrees that so long as this Note from Borrower remains outstanding, Lender will not enter into or effect
“short sales” of the Common Stock or hedging transaction which establishes a net short position with respect to the
Common Stock of Borrower. Borrower acknowledges and agrees that upon delivery of a conversion notice by Lender, Lender immediately
owns the shares of Common Stock described in the conversion notice and any sale of those shares issuable under such conversion
notice would not be considered short sales.


 


Section 6.Miscellaneous.
The Borrower may not assign this Note. This Note will be binding upon the Borrower and its successors and will inure to the benefit
of the Lender and its successors and assigns and may be assigned by the Lender to anyone of its choosing without Borrower’s
approval. This Note will be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without
regard to the conflict of laws principles thereof. Any action brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of Florida or in the federal courts located in Miami-Dade
County, in the State of Florida. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of
such courts.


 


In
the event of any action or proceeding by Lender against Borrower, and only by Lender against Borrower, service of copies of summons
and/or complaint and/or any other process which may be served in any such action or proceeding may be made by Lender via U.S. Mail,
overnight delivery service such as FedEx or UPS, email, fax, or process server, or by mailing or otherwise delivering a copy of
such process to the Borrower at its last known attorney as set forth in its most recent SEC filing. In the event any attorney is
employed by either party to this Note with regard to any legal or equitable action, arbitration or other proceeding brought by
such party for the enforcement of this Note or because of an alleged dispute, breach, default or misrepresentation in connection
with any of the provisions of this Note, the prevailing party in such proceeding will be entitled to recover from the other party
reasonable attorneys' fees and other costs and expenses incurred, in addition to any other relief to which the prevailing party
may be entitled. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right to
have any such opinion provided by its counsel. Lender also has the right to have any such opinion provided by Borrower’s
counsel. Any notice required or permitted hereunder (including Conversion Notices) must be in writing and either personally served,
sent by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time
of transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the
courier service for delivery.



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The Holder shall not
have rights as a shareholder of the Borrower with respect to unconverted portions of Note. However, the Holder will have the rights
of a shareholder of the Borrower with respect to the shares of Common Stock to be received after delivery by the Holder of a Conversion
Notice to the Borrower.


 


Signature page to follow...


 


 


 


 


 


 


 


This Note will become
effective only upon the occurrence of these two events: (a) execution by both parties and (b) full payment by Holder.


 


IN WITNESS WHEREOF,
Borrower has caused Note to be signed in its name by an authorized officer as of the 27th day of August 2012.


 


	 	ADVAXIS, INC.
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name: Thomas A. Moore
	 	 	Title: Chairman/ CEO
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	JMJ FINANCIAL
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Its Principal & Portfolio Manager


 


 



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