Exhibit 10.1


 





 


EXCHANGE
AGREEMENT


 


EXCHANGE AGREEMENT
(the “Agreement”) is made as of the 5th day of July 2012 with an effective date of June 8, 2012 (the
“Effective Date”) by and between Advaxis, Inc., a Delaware corporation (the “Company”),
and the purchaser (the “Investor”).


 


WHEREAS, on
the dates set forth on Schedule A hereto, the Company issued to the Investor warrants to purchase such number of shares
of the Company’s common stock, $0.001 par value per share (the “Common Stock”), set forth on Schedule
A hereto and exercisable into such number of shares of Common Stock as of the date hereof as set forth on Schedule A
hereto (each, an “Original Warrant” and, collectively, the “Original Warrants”);


 


WHEREAS, in
exchange for the Original Warrants, the Company has duly authorized the issuance to the Investor of warrants to purchase such number
of shares of Common Stock set forth on Schedule A hereto, in the form of the Original Warrant (each, an “Exchanged
Warrant” and, collectively, the “Exchanged Warrants” and, the shares of Common Stock underlying
the Exchanged Warrants, the “Warrant Shares”), except that (i) none of the Exchanged Warrants may be
exercised until the Company has filed an amendment to its certificate of incorporation to increase the authorized number of shares
of Common Stock in such a manner as to permit the exercise, in full, of the Exchanged Warrants (the “Share Increase
Amendment”), (ii) the expiration date of each Exchanged Warrant marked with an “*” on Schedule A
hereto shall be the date that is two years following the date that the Share Increase Amendment is effected by the Company by filing
a certificate of amendment to its certificate of incorporation, and (iii) none of the Exchanged Warrants may be exercised pursuant
to a cashless exercise provision;


 


WHEREAS, on
the Effective Date, the Investor waived the Company’s obligation to keep reserved from the Company’s authorized and
available shares of Common Stock, such number of shares of Common Stock necessary to effect the exercise or conversion, in full,
of (i) the Original Warrants and (ii) a convertible promissory note (the “Note”) in the aggregate principal
amount of $120,000 issued to the Investor on May 18, 2012 (the “Share Reservation Waiver”);


 


WHEREAS, as
consideration for the Share Reservation Waiver, the Company and the Investor have agreed to enter into this Agreement to exchange
the Original Warrants for the Exchanged Warrants, effective as of the Effective Date; and


 


WHEREAS, the
exchange of the Original Warrants for the Exchanged Warrants is being made in reliance upon the exemption from registration provided
by Section 3(a)(9) of the 1933 Act (as defined below).


 


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.    
      Exchange. On the Closing Date, subject to the terms and conditions of this
Agreement, the Investor shall, and the Company shall, pursuant to Section 3(a)(9) of the 1933 Act, exchange the Original
Warrants for the Exchanged Warrants. At the Closing (as defined below), the following transactions shall occur (such
transactions in this Section 1, the “Exchange”):


 


(a)          The
Investor shall deliver or cause to be delivered to the Company (or its designee) the Original Warrants free and clear of all liens.
As of the Closing Date, all of the Investor’s rights under the Original Warrants shall be extinguished.


 


(b)          In
exchange for the Original Warrants, the Company shall deliver or cause to be delivered to the Investor the Exchanged Warrants.


 


(c)          The
Company and the Investor shall execute and/or deliver such other documents and agreements as are customary and reasonably necessary
to effectuate the Exchange.


 


2.     
     The Closing(s). Subject to the conditions set forth below, the Exchange 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 the Exchanged Warrants to the Investor.


 


3.     
     Closing Conditions.


 


3.1           Conditions
to Investor’s Obligations. The obligation of the Investor to consummate the Exchange 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 Section 4 of 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)          Exchanged
Warrants. At the Closing, the Company shall have tendered to the Investor the Exchanged 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.


 



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3.2           Conditions
to the Company’s Obligations. The obligation of the Company to consummate the Exchange 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 Section 5 of this Agreement (other than Section
5.2 and 5.3) 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 5.2 and 5.3 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)          Deliverables.
At the Closing, the Investor shall have tendered to the Company the Original Warrants and the other appropriate deliverables set
forth herein (including without limitation as provided in Section 1 above).


 


(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 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.


 


4.       
   Representations and Warranties of the Company. The Company hereby represents and warrants to
Investor that:


 


4.1           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.


 


4.2           Capitalization
and Voting Rights. The authorized capital of the Company as of the date hereof consists of (i) 5,000,000 shares of Preferred
Stock, par value $0.001 per share (the “Preferred Stock”), of which 740 are presently issued and outstanding,
and (ii) 500,000,000 shares of Common Stock, of which 363,451,168 shares of Common Stock were issued and outstanding as of June
11, 2012 .


 



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4.3           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 and the performance of all obligations of the Company hereunder and thereunder, including, without
limitation, the authorization of the Exchanged Warrants and the Warrant Shares (collectively, the “Securities”),
the Exchange, and the issuance of the Exchanged Warrants, have been taken on or prior to the date hereof.


 


4.4           Valid
Issuance of the Securities. The Exchanged Warrants when issued and delivered in accordance with the terms of this Agreement,
for the consideration expressed herein, will be duly and validly issued. The Warrant Shares, when issued and delivered in accordance
with the terms of this Agreement and the Exchanged Warrants, will be duly and validly issued, fully paid and non-assessable.


 


4.5           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 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.


 


4.6           Public
Reports. The Company is current in its filing obligations under the Securities Exchange Act of 1934, as amended (the “1934
Act”), including without limitation as to its filings of Annual Reports on Form 10-K and Quarterly Reports on Form
10-Q (collectively, the “Public Reports”). 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, 2010, for the fiscal year ended October 31, 2011, 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.


 


4.7           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.


 


4.8           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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4.9           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 this Agreement, and the other documents entered into in connection
herewith (collectively, the “Transaction Documents”) and the transactions contemplated hereby and thereby
and that the Investor is not (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined
in Rule 144 promulgated under the 1933 Act), 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 the Investor is not 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 the 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 acceptance of the Exchanged Warrants. The Company further represents to the 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.


 


4.10         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
(the “SEC”) thereunder that are effective as of the date hereof.


 


4.11         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.


 


4.12         No
Group. The Company acknowledges that, to the Company’s knowledge, the Investor is acting independently in connection
with this Agreement and the transactions contemplated hereby, and is not acting as part of a “group” as such term
is defined under Section 13(d) of the 1933 Act and the rules and regulations promulgated thereunder.


 



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4.13         Validity;
Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Company is a party have been duly and
validly authorized, executed and delivered on behalf of the Company and shall constitute the legal, valid and binding obligations
of the Company enforceable against the Company 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 Company of this Agreement and each Transaction Document to which the Company is a party and the
consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational
documents of the Company 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 Company is a party or by which it is bound, 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
Company, 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 Company to perform its obligations hereunder.


 


5.    
      Representations and Warranties of the Investor. The Investor hereby
represents, warrants and covenants that:


 


5.1           Authorization.
The Investor has the legal capacity, full power and authority and right 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.


 


5.2           No
Public Sale or Distribution. The Investor is acquiring the 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.


 


5.3           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.


 


5.4           Reliance
on Exemptions. The Investor understands that the Securities are being offered and issued 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.


 



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5.5           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 issuance 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.


 


5.6           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.


 


5.7           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.


 


5.8           Legends.
The Investor understands that the certificates or other instruments representing the Exchanged Warrants and the Warrant Shares,
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):


 



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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 TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE
TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144
OR RULE 144A UNDER SAID ACT.


 


5.9           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.


 


5.10         Residency.
The Investor is a resident of that jurisdiction specified below its address on the signature page hereto.


 


5.11         Ownership.
The Investor is the record and beneficial owner of, and has good and marketable title to, the Original Warrants, free and clear
of any and all liens, security interests, charges or encumbrances, agreements, voting trusts, proxies or other arrangements or
restrictions of any kind whatsoever.


 


6.  
        Rule 144 Availability. At all times during the period
commencing on 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 Securities,
including compliance with Rule 144(c)(1).


 



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7.   
       Indemnification.


 


7.1           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 product of (x) the number of Warrant Shares to be issued at the Closing and (y) $0.15.


 


7.2           Indemnification
by the Investor. The Investor agrees to indemnify, hold harmless, reimburse and defend the Company and any of 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 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 Investor 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. Notwithstanding anything herein to the contrary, in no event shall the Investor
be liable to the Company (in the aggregate) for more than the product of (x) the number of Warrant Shares to be issued at the
Closing and (y) $0.15.


 


8.      
    Stockholder Approval. The Company shall provide each stockholder entitled to vote at an
annual meeting of the stockholders of the Company (the “Stockholder Meeting”), which shall be
promptly called and held not later than August 31, 2012 (the “Stockholder Meeting Deadline”), a
proxy statement soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of a proposal
relating to the Share Increase Amendment (such affirmative approval being referred to herein as the “Stockholder
Approval”), and the Company shall use reasonable efforts to solicit its stockholders’ approval of the
proposal relating to the Share Increase Amendment and to cause the Board of Directors of the Company to recommend to the
stockholders that they approve the proposal relating to the Share Increase Amendment. The Company shall be obligated to seek
to obtain the Stockholder Approval by the Stockholder Meeting Deadline.


 



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9.   
       Share Reservation. The Investor acknowledges that, pursuant to the
Share Reservation Waiver, commencing on the Effective Date no shares of Common Stock have been reserved for issuance by the
Company under the Original Warrant and the Note. The Investor hereby agrees that until the date that Share Increase Amendment
is effected by the Company by filing a certificate of amendment to its certificate of incorporation with the Secretary of
State of the State of Delaware, (i) the Investor shall not exercise the Exchanged Warrant or convert any portion of the Note
and (ii) the Company shall have no obligation to reserve any shares of Common Stock for issuance under the Exchanged Warrant
or the Note.


 


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 parties hereto and the respective successors and assigns of the parties. 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 or 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.


 


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.


 



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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., 305 College Road East, Princeton, New Jersey 08540, Attention: Mark J. Rosenblum, 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) business 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. The Investor 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 the 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 the Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon Investor 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.


 


10.8         Entire
Agreement. This Agreement represents the entire agreement and understandings between the parties concerning the Exchange and
the other matters described herein and therein and supersedes and replaces any and all prior agreements and understandings solely
with respect to the subject matter hereof and thereof.


 



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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: 	/s/ Mark J. Rosenblum
	 	 	Name: Mark J. Rosenblum
	 	 	Title: Chief Financial Officer
	 	 	 
	 	INVESTOR:
	 	 
	 	Thomas A. Moore
	 	 
	 	  /s/ Thomas A. Moore
	 	   Thomas A. Moore


 





	 	Address for Notices:
	 	 
	 	c/o Advaxis, Inc.
	 	305 College Road East
	 	Princeton, New Jersey 08540
	 	 
	 	Jurisdiction of Residency: ________________
	 	 
	 	Fax#: ________________
	 	 
	 	SSN#: ________________




 


[Signature Page to Warrant Exchange Agreement]




 



    	 



    	 



    

 


SCHEDULE A


 





	
        Original Warrant

        Number
	
	
        Issuance Date of

        Original Warrant
	
	
        Number of

        Shares of

        Common Stock

        Underlying the

        Original Warrant

        on Issuance Date
	
	
        Number of

        Shares of

        Common Stock

        Underlying the

        Original Warrant

        on the Date of

        the Exchange

        Agreement
	
	
        Number of

        Shares of

        Common Stock

        Underlying the

        Exchanged

        Warrant

	On File*	 	8/15/2007*	 	100,000*	 	191,334*	 	191,334*
	On File*	 	6/24/2011*	 	3,698,765*	 	2,798,765*	 	2,798,765*
	On File	 	8/29/2011	 	7,674,512	 	7,674,512	 	7,674,512
	On File	 	5/18/2012	 	400,000	 	400,000	 	400,000
	 	 	 	 	11,873,277	 	11,064,611	 	11,064,611