Exhibit 10.1


 


ACCELERATED CONVERSION AND NOTE TERMINATION
AGREEMENT


 


THIS ACCELERATED CONVERSION AND NOTE
TERMINATION AGREEMENT (the “Agreement”) dated OCTOBER 16, 2013, is by and among Advazis, Inc.,
a Delaware corporation (the “Company”) and JMJ FINANCIAL (“JMJ”) (together, the “Parties”).


 


WHEREAS, the Company issued $800,000
Promissory Notes to JMJ on April 26, 2013 (the “April Note”) and September 4, 2013 (the “September
Note,” and together with the April Note, the “Notes”);


 


WHEREAS, JMJ paid $1,000,000 Consideration
for the April Note on April 26, 2013, June 27, 2013, and August 14, 2013, and paid Consideration for the September Note on September
4, 2013, all as set forth in Exhibit A to this Agreement (“Exhibit A”);


 


WHEREAS, on the date of this Agreement,
the outstanding principal amount of the Notes, including interest, OID, and any other fees, is $1,166,666.68 as set forth on Exhibit
A;


 


WHEREAS, the terms of the Notes
permit JMJ to pay additional Consideration to the Company in such amounts and at such dates as JMJ may choose in its sole discretion;


 


WHEREAS, the Company anticipates
closing of a public offering of common stock and warrants to purchase shares of common stock pursuant to the S-1 registration statement,
file number 333-188637, filed with the SEC on May 15, 2013, as subsequently amended (the “Public Offering”);
and


 


WHEREAS, the Company desires that
JMJ accelerate its conversion of the Notes into shares of common stock of the Company, that the Notes be cancelled, and that JMJ
agree to a lock-up on sales of its shares of common stock of the Company.


 


NOW, THEREFORE, in consideration
of the mutual promises and covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows:


 


		1.	Fees. At the Closing, the Company shall pay JMJ the following Fees, which shall be added to the balance of the Notes
and which shall tack back (for purposes of Rule 144 under the Securities Act of 1933) to the Effective Dates of each Note (as defined
in the Notes) in proportion to the outstanding balance on each Note:



 


	Accelerated Conversion Fee	 	$	125,000	 
	Note Termination Fee	 	$	150,000	 
	Lock-up Fee	 	$	125,000	 
	 	 	$	400,000	 





 


		2.	Accelerated Conversion. At the Closing, JMJ shall convert the entire $1,566,666.68 outstanding balance of the Notes
(including the Fees) into duly and validly issued, fully paid and non-assessable shares of common stock of the Company at a conversion
price of $2.00 per share, which results in 783,333 shares (the “Shares”).



 






    	 



    	 



    

 


		3.	Note Termination. At the Closing, immediately following the accelerated conversion described above, the Notes shall
be cancelled and terminated with no remaining obligations by either Party.



 


		4.	Lock-Up. JMJ agrees that it shall not sell any of the Shares during the first 60 calendar days after the date of this
Agreement. JMJ also agrees that during the period starting on the 61st calendar day after the date of this Agreement through the
90th calendar day after the date of this Agreement, JMJ will limit the number of Shares it sells on any day to such number of Shares
as equals 10% of the trading volume of the Company’s common stock on such day, unless otherwise agreed in writing by the
Company. JMJ further agrees that it shall not engage in any short sales of common stock of the Company at any time.



 


		5.	Closing Conditions. The Closing is conditioned on all of the following conditions being satisfied (or waived in writing
by JMJ) on or before October 25, 2013: (i) the Public Offering has closed; (ii) the Public Offering raises net proceeds to the
Company (after underwriter’s discount) of at least $15,000,000; (iii) the Company issues at least four million shares of
common stock in the Public Offering; and (iv) the number of outstanding shares of the Company after the Public Offering (not including
shares reserved for issuance upon exercise of warrants or other derivative securities, but including the Shares that will be issued
to JMJ under this Agreement) is at least 10 million shares; and (v) a listing on the Nasdaq stock exchange. If all of the Conditions
are not satisfied (or waived by JMJ) on or before November 2, 2013, JMJ may terminate this Agreement with written notice and it
shall be cancelled and none of the transactions contemplated herein shall occur.



 


		6.	Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur within
three business days following the closing of the Public Offering. The Company shall overnight the Shares to JMJ by Fedex or UPS
on or before the date of Closing. The Company shall issue the Shares in eight share certificates with Rule 144 eligibility dates
as follows:



 


	Shares	Consideration	 Rule 144 Eligible Date
	175,000 Shares	Payment 4/26/13	 October 26, 2013
	 	 	 
	60,000 Shares	Prorated Fees for 4/26/13 	 October 26, 2013
	 	Payment	 
	 	 	 
	58,334 Shares	Payment 6/27/13	 December 27, 2013
	 	 	 
	20,000 Shares	Prorated Fees for 6/27/13 	 December 27, 2013
	 	Payment	 
	 	 	 
	58,334 Shares	Payment 8/14/13	 February 14, 2014
	 	 	 
	20,000 Shares	Prorated Fees for 8/14/13 	 February 14, 2014
	 	Payment	 
	 	 	 
	291,665 Shares	Payment 9/4/13	 March 4, 2014
	 	 	 
	100,000 Shares	Prorated Fees for 9/4/13 	 March 4, 2014
	 	Payment	 
	783,333 Shares	 	 




 






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		7.	Miscellaneous



 


		7.1	Entire Agreement. This Agreement constitutes the entire agreement between the parties in respect of the assignments
contemplated hereby and there are no warranties, representations, terms, conditions, or collateral agreements expressed or implied,
statutory or otherwise, other than expressly set forth in this Agreement. This Agreement expressly supersedes and replaces any
and all prior understandings or agreements between the parties with respect to the subject matter of this Agreement.



 


		7.2	Mutual Release. Effective immediately upon Closing, each Party, on its own behalf and on behalf of each of its past
and present officers, directors, shareholders, employees, agents, representatives, affiliates, subsidiaries, divisions, predecessors,
heirs, successors and administrators, hereby releases and forever discharges the other Party and each of its respective past and
present affiliates, subsidiaries, predecessors, successors, and assigns, and each of its respective past and present members, shareholders,
employees, agents, representatives, officers and directors, of and from any and all demands, obligations, actions, claims (for
indemnification or otherwise), causes of action, rights, debts, liabilities, damages, costs, losses, expenses and compensation
of any kind, liquidated or unliquidated, anticipated or unanticipated, known or unknown, matured or unmatured, now or hereinafter
existing; provided, however, nothing contained herein shall relieve any Party of any of its obligations under this Agreement, or
extinguish or modify any rights that any Party may have under this Agreement.



 


		7.3	No Assignment. No Party may assign any right, benefit or interest in this Agreement without the written consent of the
other party, which consent may not be unreasonably withheld. This Agreement will inure to the benefit of, and be binding upon,
the Assignors and the Assignee and their respective successors and assigns.



 


		7.4	Governing Law. This Agreement 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.



 


		7.5	Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to the Shares, JMJ has
the right to have any such opinion provided by its counsel. JMJ also has the right to have any such opinion provided by the Company’s
counsel.



 


		7.6	Counterparts and Electronic Means. This Agreement may be executed in several counterparts, each of which will be deemed
to be an original and all of which will together constitute one and the same instrument. Delivery of an executed copy of this Agreement
by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed
to be execution and delivery of this Agreement as of the day and year first written above.



 






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IN WITNESS WHEREOF the Parties have
duly executed, or caused their duly authorized representative, to execute this Agreement.


 


	JMJ FINANCIAL
	 
	By:   	/s/ Justin Keener
	Its Principal & Portfolio Manager
	 
	ADVAXIS, INC.
	 
	By: 	/s/  Daniel J. O’Connor
	Name: Daniel J. O’Connor
	Title: Chief Executive Officer
	 
	By: 	/s/ Mark J. Rosenblum
	Name: Mark J. Rosenblum
	Title: Chief Financial Officer


 






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Exhibit A


 


April Note*


 


	Date	 	Consideration Paid	 	 	OID	 	 	Interest	 	 	Balance	 
	4/26/2013	 	$	300,000	 	 	$	33,333.33	 	 	$	16,666.67	 	 	$	350,000.00	 
	6/27/2013	 	$	100,000	 	 	$	11,111.11	 	 	$	5,555.56	 	 	$	116,666.67	 
	8/14/2013	 	$	100,000	 	 	$	11,111.11	 	 	$	5,555.56	 	 	$	116,666.67	 



 


September Note


 


	Date	 	Consideration Paid	 	 	OID	 	 	Interest	 	 	Balance	 
	9/4/2013	 	$	500,000	 	 	$	55,555.56	 	 	$	27,777.78	 	 	$	583,333.34	 



 





	Outstanding Balance on the Notes as of October 16, 2013	 	$	1,166,666.68	 
	Accelerated Conversion Fee	 	$	125,000	 
	Note Termination Fee	 	$	150,000	 
	Lock-up Fee	 	$	125,000	 
	Outstanding Balance after Fees	 	$	1,566,666.68	 
	Conversion Price	 	 	$2.00 per share	 
	Number of Shares of Common Stock	 	 	783,333	 





 


* On April 26, 2013, when the April Note was issued, JMJ paid
$125,000 of Consideration towards the April Note by surrendering and exchanging a Promissory Note issued by the Company to JMJ
on December 26, 2012 with a balance of $125,000. Prior to the date of this Agreement, JMJ converted the entire balance of the
April Note attributable to the $125,000 payment of Consideration into shares of common stock of the Company.


 






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