Exhibit
4.7



DESCRIPTION
OF ADVAXIS, INC.’S SECURITIES



REGISTERED
UNDER



SECTION
12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED



General



The
following is a summary of certain rights and privileges of the Common Stock of Advaxis, Inc. (“Advaxis,” “we,”
or “our”), a corporation organized under the laws of the state of Delaware.



This
summary does not purport to be complete. Reference is made to the provisions of Advaxis’ Amended and Restated Certificate
of Incorporation (the “Certificate of Incorporation”), and Advaxis’ Amended and Restated Bylaws (the “Bylaws”)
that are filed as exhibits to the Annual Report on Form 10-K to which this is filed as an exhibit. The following also summarizes
certain applicable provisions of Delaware law.



Under
Advaxis’ Certificate of Incorporation, Advaxis is authorized to issue 170,000,000 shares of Common Stock, par value $0.001
per share (the “Common Stock”), and 5,000,000 shares of “blank check” preferred stock, par value $0.001
per share.



Common
Stock



Dividends



Holders
of our Common Stock are entitled to receive ratably any dividends declared by our Board of Directors (the “Board”)
out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding Preferred Stock
(“Preferred Stock”). All outstanding shares are fully-paid and non-assessable.



Conversion
Rights



The
shares of Common Stock are not convertible into other securities.



Sinking
Fund Provisions



Our
Common Stock has no sinking fund provisions.



Redemption
Provisions



Our
Common Stock has no right to redemption.



Voting
Rights



The
holders of our Common Stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders.
Holders of our Common Stock do not have a cumulative voting right, which means that the holders of more than one-half of the outstanding
shares of Common Stock, subject to the rights of the holders of the Preferred Stock, if any, can elect all of our directors, if
they choose to do so. In this event, the holders of the remaining shares of Common Stock would not be able to elect any directors.
Our Board is not classified.



Except
as otherwise required by Delaware law, and subject to the rights of the holders of Preferred Stock, if any, all stockholder action
is taken by the vote of a majority of the outstanding shares of Common Stock voting as a single class present at a meeting of
stockholders at which a quorum consisting of one-third of the outstanding shares of Common Stock is present in person or proxy.



Liquidation
Rights



In
the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, holders of Common Stock would
be entitled to share ratably in our assets that are legally available for distribution to stockholders after payment of liabilities
and applicable distribution to the holders of our Preferred Stock (if any outstanding).



Preemption
Rights



Our
Common Stock has no right to preemption.











Anti-Takeover
Provisions



Delaware
Law



We
are subject to Section 203 of the Delaware General Corporation Law, an anti-takeover law. In general, Section 203 prohibits a
Delaware corporation from engaging in any “business combination” with any “interested stockholder” for
a period of three years following the date the stockholder became an interested stockholder, unless:



| | ● | prior
    to such date, the board of directors approved either the business combination or the transaction that resulted in the stockholder
    becoming an interested stockholder;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | upon
    consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
    owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for
    purposes of determining the number of shares outstanding (a) those shares owned by persons who are directors and also officers
    and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially
    whether shares held subject to the plan will be tendered in a tender or exchange offer; or
| | ● | on
    or subsequent to such date, the business combination is approved by the board of directors and authorized at an annual meeting
    or special meeting of stockholders and not by written consent, by the affirmative vote of at least 66-2/3%
    of the outstanding voting stock that is not owned by the interested stockholder.                                                                                                                                                                                                                                                                                                  



Section
203 defines a business combination to include:



| | ● | any
    merger or consolidation involving the corporation and the interested stockholder;                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | any
    sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;                                                                              
| | ● | subject
    to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation
    to the interested stockholder;                                      
| | ● | any
    transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class
    or series of the corporation beneficially owned by the interested stockholder; or
| | ● | the
receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided
by or through the corporation.                                               



In
general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of
the outstanding voting stock of a corporation, or an affiliate or associate of the corporation and was the owner of 15% or more
of the outstanding voting stock of a corporation at any time within three years prior to the time of determination of interested
stockholder status; and any entity or person affiliated with or controlling or controlled by such entity or person.



These
statutory provisions could delay or frustrate the removal of incumbent directors or a change in control of our company. They could
also discourage, impede, or prevent a merger, tender offer, or proxy contest, even if such event would be favorable to the interests
of stockholders.





Certificate
of Incorporation and Bylaws Provisions



Our
Certificate of Incorporation and Bylaws contain provisions that could have the effect of discouraging potential acquisition proposals
or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable.
In particular, the Certificate of Incorporation and Bylaws, as applicable, among other things:



| | ● | provide
    our Board with the ability to alter its Bylaws without stockholder approval; and                            
| | - | ------------------------------------------------------------------------------------------------------------------------
| | ● | provide
    that vacancies on our Board may be filled by a majority of directors in office, although less than a quorum.











Such
provisions may have the effect of discouraging a third party from acquiring us, even if doing so would be beneficial to our stockholders.
These provisions are intended to enhance the likelihood of continuity and stability in the composition of our Board and in the
policies formulated by them, and to discourage some types of transactions that may involve an actual or threatened change in control
of Advaxis. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage
some tactics that may be used in proxy fights. We believe that the benefits of increased protection of our potential ability to
negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure Advaxis outweigh the disadvantages
of discouraging such proposals because, among other things, negotiation of such proposals could result in an improvement of their
terms. However, these provisions could have the effect of discouraging others from making tender offers for our shares that could
result from actual or rumored takeover attempts. These provisions also may have the effect of preventing changes in our management.



Stock
Exchange Listing



Our
Common Stock is listed on the Nasdaq Global Select Market under the symbol “ADXS.”



Transfer
Agent and Registrar



The
transfer agent and registrar for our Common Stock is Continental Stock Transfer and Trust Company, 17 Battery Place, 8th Floor,
New York, NY 10004.