Exhibit 10.2


 


LIBERTAS LAW GROUP


Mark A. Vega (SBN 162621)


mvega@libertaslaw.com


Mona Mahdara Alcala (SBN 270384)


malcala@libertaslaw.com


6427 West Sunset Boulevard


Hollywood, CA 90028


P (323) 306-3870; F (323) 306-3874


 


Attorneys for Plaintiff


IRONRIDGE GLOBAL IV, LTD.


 


C.M. BRAINARD & ASSOCIATES


Christopher M. Brainard (SBN 199444)


christopherbrainard@gmail.com


1715 Via El Prado, Unit 9


Redondo Beach, CA 90277


P (310) 266-4115; F (866) 222-1870


 


Attorneys for Defendant


ADVAXIS, INC.


 


SUPERIOR COURT OF THE STATE OF CALIFORNIA


 


FOR THE COUNTY OF LOS ANGELES


 


CENTRAL DISTRICT


 


 


	
        IRONRIDGE GLOBAL IV, LTD.,

         

        Plaintiff,

         

        v.

         

        ADVAXIS, INC.,

         

        Defendant.
	
        Case No: BC 497504

         

        Assigned for All Purposes to:

        Hon. Daniel Buckley

         

        STIPULATION FOR 

        SETTLEMENT OF CLAIMS

         

        Date: December 20, 2012

        Time: 8:30 a.m.

        Dept: 35

         

        Trial Date: None Set



 



    	 



    	 



    

 


Plaintiff Ironridge
Global IV, Ltd. (“Plaintiff”) and defendant Advaxis, Inc. (“Defendant”), hereby stipulate
to the facts, terms, and conditions contained in the [Proposed] Order Approving Stipulation for Settlement of Claims (“Order”)
submitted herewith and incorporated herein by this reference, and further stipulate and agree as follows:


 


1.    Plaintiff and
Defendant request that this Court enter an order substantially in the form of the concurrently filed proposed Order.


 


2.    Defendant is
a biotechnology company focused on the development of next generation immunotherapies for cancer and other infectious diseases.
Defendant is a public company whose stock is traded under the ticker symbol “ADXS.”


 


3.    Plaintiff owns
bona fide claims (the “Claims”) against Defendant in an aggregate amount of $611,196.29 (the “Claim
Amount”), plus attorneys’ fees. Defendant has not paid the amount due on the Claims. Plaintiff filed the above-captioned
collection action, which the parties now seek to settle by this Stipulation and the proposed Order.


 


4.    Defendant desires
to settle the Claims in exchange for the issuance to Plaintiff of shares of Defendant’s common stock (“Common Stock”).
Plaintiff desires to accept such shares in accordance with the terms of this Stipulation, subject to court approval following a
hearing as envisioned by Section 25017(f)(3) of the California Corporations Code, and Section 3(a)(10) of the federal
Securities Act of 1933, as amended (the “Securities Act”).


 


5.   Plaintiff has
agreed to the proposed settlement terms and conditions, and believes that they are sufficiently fair such that Plaintiff is willing
to enter into this Stipulation. In addition, Defendant’s board of directors has considered the proposed transaction and has
resolved that its terms and conditions are fair to, and in the best interests of, Defendant and its stockholders. Accordingly,
both parties request Court approval of the settlement provided for herein as fair, reasonable and adequate. The parties submit
this Stipulation to the Court on ex parte application, and request that the Court enter an Order approving this Stipulation
following the hearing thereon.


 


6.  It is the intent
and effect of this Stipulation that the Order, when signed, shall end, finally and forever any claim to payment or compensation
of any kind or nature that Plaintiff had, now has, or may assert in the future against Defendant arising out of the Claims. In
this regard, and subject to compliance with the Order, effective upon the execution of the Order, each party hereby releases and
forever discharges the other party, including all of the other party’s officers, directors, members, managers, representatives,
agents and attorneys, from any and all claims, demands, debts, liabilities, obligations, and causes of action, whether known or
unknown, at law or in equity, suspected or unsuspected, fixed or contingent, arising out of, connected with, or incidental to the
Claims. Each party further agrees that with respect to the matters released herein, such party expressly waives any and all rights
and benefits conferred upon it by the provisions of California Civil Code Section 1542 and any similar law of any state or territory
of the United States. California Civil Code Section 1542 provides, in full, as follows: “§1542 General Release—Claim
Extinguished. A general release does not extend to Claims which the creditor does not know or suspect to exist in his or her favor
at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the
debtor.”


 



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7.   In full and final
settlement of the Claims, Defendant will issue and deliver to Plaintiff the sum of 45,000,000 shares of Common Stock (the “Initial
Issuance”), subject to the subsequent adjustment, issuances, returns, and ownership limitations set forth below.


 


8.    No later than
the first business day following the date that the Court enters the Order, time being of the essence, Defendant shall take or cause
to be taken all such necessary action including, without limitation, the execution and delivery of such further instruments and
documents, as may be reasonably requested by any party for such purposes or otherwise necessary to complete or perfect the transaction
contemplated hereby, including, but not limited to: (a) deliver a copy of the Order to Defendant’s transfer agent, (b) cause
its legal counsel to issue an opinion to Defendant’s transfer agent, in form and substance acceptable to Plaintiff and such
transfer agent, that the shares of Common Stock to be issued pursuant to the Order (i) are legally issued, fully paid and non-assessable,
(ii) when issued in accordance with the Order will be exempt from the registration requirements under the Securities Act, and (iii)
may be issued without restrictive legend and resold by Plaintiff without restriction; (c) transmit via email, facsimile and overnight
delivery an irrevocable and unconditional instruction to Defendant’s stock transfer agent, in form and substance acceptable
to Plaintiff and such transfer agent, to reserve and issue all shares of Common Stock required by the Order; and (d) issue the
Initial Issuance, as Direct Registration System (DRS) shares to Plaintiff’s balance account with The Depository Trust Company
(DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC)
system, without any restriction on transfer or resale. The date upon which the Initial Issuance is complete and the shares have
been received into Plaintiff’s account in electronic form and fully cleared for trading shall be referred to as the “Issuance
Date.”


 


9.    From the date
of this Stipulation until that number of consecutive trading days following the Issuance Date required for the aggregate trading
volume of the Common Stock to exceed $6 million (the “Calculation Period”), Plaintiff will retain (a) 1,800,000
shares of Common Stock, plus (b) that number of shares of Common Stock (the “Final Amount”) with an aggregate
value equal to (a) the sum of the Claim Amount plus agent fees of $66,000 and Plaintiff’s reasonable attorney fees and expenses,
(b) divided by 75% of the following: the closing price of the Common Stock on the trading day immediately preceding the date of
entry of the Order, not to exceed the arithmetic average of the individual volume weighted average prices of any five trading days
during the Calculation Period, as reported by the Bloomberg Professional service of Bloomberg LP (“Bloomberg”).


 


10.  At any time
during the Calculation Period the issued shares are less than any reasonably possible Final Amount or a daily VWAP is below 75%
of the closing price on the day before the Issuance Date, Plaintiff may request that Defendant reserve and issue additional shares
of Common Stock (each, an “Additional Issuance”) as soon as possible, and in any event within one trading day,
time being of the essence of any such request, and the Company’s transfer agent, officers, directors and attorneys, including
without limitation Thomas A. Moore and Mark J. Rosenblum shall take all actions necessary to do so. For each day after Plaintiff
requests issuance that shares are not, for any reason, received into Plaintiff’s account in electronic form and fully cleared
for trading, the Calculation Period shall be extended by one trading day.


 



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11.  Under no circumstances
shall Defendant issue to Plaintiff at any one time a number of Shares which, when aggregated with all shares of Common Stock then
beneficially owned or controlled by Plaintiff or its affiliates, at such time exceed 9.99% of the total number of shares of Common
Stock then outstanding.


 


12.  At the end of
the Calculation Period, (a) if the sum of the Initial Issuance and any Additional Issuances is less than the Final Amount, Plaintiff
shall issue additional shares of Common Stock to Defendant as soon as possible, up to the Final Amount, and (b) if the sum of the
Initial Issuance and any Additional Issuance is greater than the Final Amount, Plaintiff shall promptly return any remaining shares
to Defendant or its transfer agent for cancellation, (“Final Adjustment”).


 


13.  Defendant hereby
represents, warrants and covenants as follows: (a) there are currently 435,265,112 shares of Common Stock of Defendant issued and
outstanding, and 72,500,000 authorized, unissued and unreserved shares available for reservation and issuance to Plaintiff; (b)
the shares of Common Stock to be issued pursuant to the Order are duly authorized, and when issued will be validly and legally
issued, fully paid and non-assessable, free and clear of all liens, encumbrances and preemptive and similar rights to subscribe
for or purchase securities; (c) the shares to be issued pursuant to the Order (i) are exempt from registration under the Securities
Act, (ii) are issuable without any restrictive legend, and (iii) may be resold by Plaintiff without restriction; (d) Defendant
has reserved from its duly authorized capital stock 27,500,000 shares of Common Stock that could be issued to Plaintiff pursuant
to the terms of the Order if necessary; (e) if at any time it appears reasonably possible that there may be insufficient authorized
or reserved shares to fully comply with the Order, Defendant shall take all action required to immediately reserve additional shares
from authorized shares and, if necessary, promptly take such actions are required to increase its authorized shares so as to ensure
its ability to timely comply with the Order, and may not reserve or issue any shares of Common Stock to any other person unless
and until sufficient shares have been reserved for Plaintiff (except to the extent that a person has the right to purchase shares
of Common Stock on or before the date of this Stipulation); (f) execution of this Stipulation and performance of the Order by Defendant
and Plaintiff will not (i) conflict with, violate, or cause a breach or default under any agreements between Defendant and any
creditor, or any affiliate thereof, including but not limited to those related to the account receivables comprising the Claims,
or (ii) require any waiver, consent, or other action of Defendant or any creditor, or their respective affiliates, that has not
already been obtained in writing; (g) Defendant hereby waives, without limitation, any provision in any agreement related to the
account receivables comprising the Claims requiring payments to be applied in a certain order, manner, or fashion, or providing
for exclusive jurisdiction in any court other than this Court; (h) Defendant has all necessary power and authority to execute,
deliver and perform all of its obligations under this Stipulation; (i) the execution, delivery and performance of this Stipulation
by Defendant has been duly authorized by all requisite action on the part of Defendant, including without limitation express approval
by its board of directors, (j) this Stipulation has been duly executed and delivered by Defendant, and is fully enforceable against
Defendant in accordance with its terms; (k) neither Plaintiff nor any of the creditors from whom Plaintiff acquired the Claims,
nor any of their affiliates, (i) is or was an affiliate of Defendant within the last 90 days or (ii) has or will, directly or indirectly,
provide any consideration to or invest in any manner in Defendant in exchange or consideration for selling or satisfying the Claims
other than pursuant to the Order; (l) neither Defendant nor any of Defendant’s affiliates or agents has or will provide Plaintiff
with any material non-public information regarding Defendant; (m) Plaintiff has no obligation of confidentiality, and may sell
any of its shares of the Company’s common stock issued pursuant to the Order at any time, including without limitation throughout
the Calculation Period; and (n) with respect to this Stipulation and the transactions contemplated hereby (i) Plaintiff is acting
solely in an arm’s length capacity, (ii) Plaintiff does not make or has not made any representations or warranties other
than those specifically set forth herein, (iii) Plaintiff has not and is not acting as a legal, financial, accounting or tax advisor
to Defendant, or agent or fiduciary of Defendant, or in any similar capacity, and (iv) any statement made by Plaintiff or any of
Plaintiff’s representatives, agents or attorneys is not advice or a recommendation to Defendant.


 



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14.  Until at least
180 days after the end of the Calculation Period, neither Plaintiff nor any of its affiliates shall (a) hold any short position
in the Common Stock, or (b) engage in or affect, directly or indirectly, any short sale of the Common Stock.


 


15.  For so long
as Plaintiff or any of its affiliates holds any shares of Common Stock, neither Plaintiff nor any of its affiliates shall: (a)
vote any shares of Common Stock owned or controlled by it, exercise any dissenter’s rights, execute or solicit any proxies
or seek to advise or influence any person with respect to any voting securities of Defendant; or (b) engage or participate in any
actions, plans or proposals that relate to or would result in (i) Plaintiff or any of its affiliates acquiring additional securities
of Defendant, alone or together with any other person, which would result in Plaintiff and its affiliates collectively beneficially
owning or controlling, or being deemed to beneficially own or control, more than 9.99% of the total outstanding Common Stock or
other voting securities of Defendant at any one time, (ii) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving Defendant or any of its subsidiaries, (iii) a sale or transfer of a material amount of assets of Defendant
or any of its subsidiaries, (iv) any change in the present board of directors or management of Defendant, including any plans or
proposals to change the number or term of directors or to fill any existing vacancies on the board, (v) any material change in
the present capitalization or dividend policy of Defendant, (vi) any other material change in Defendant’s business or corporate
structure, (vii) changes in Defendant’s charter, bylaws or instruments corresponding thereto or other actions which
may impede the acquisition of control of Defendant by any person, (viii) causing a class of securities of Defendant to be delisted
from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (ix) causing a class of equity securities of Defendant to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (x) taking any action, intention, plan or arrangement
similar to any of those enumerated above. The provisions of this paragraph may not be modified or waived without further order
of the Court.


 


16.  Defendant shall
indemnify, defend and hold Plaintiff and its affiliates harmless with respect to all claims, actions and proceedings arising out
or related to this Stipulation or the Order, including without limitation, any claim or action brought derivatively or by any one
or more shareholders or creditors of Defendant.


 


17.  The parties
to this Stipulation represent that each of them has been advised as to the terms and legal effect of this Stipulation and the Order
provided for herein, and that the settlement and compromise stated herein is final and conclusive forthwith, subject to the conditions
stated herein, and each attorney represents that his or her client has freely consented to and authorized this Stipulation after
having been so advised.


 



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18.  This Stipulation
constitutes Defendant’s answer to the Complaint in this Action. Each party hereto waives a statement of decision, and the
right to appeal from the Order after its entry. Defendant further waives any defense based on the rule against splitting causes
of action. There shall be no third party beneficiaries with respect to this Stipulation or the Order. The prevailing party in any
proceeding required to enforce this Stipulation, the Order, or any judgment or order issued thereon, shall be awarded its reasonable
attorney fees costs and expenses arising out of or relating to such legal proceedings. Except as expressly set forth herein, each
party shall bear its own attorneys’ fees, costs and expenses.


 


19.  Upon entry of
the Order approving this Stipulation, the Action shall be dismissed in its entirety with prejudice, except that the Court shall
retain jurisdiction to enforce the terms of the Stipulation and Order by a motion, application or other proceeding brought by any
party under Section 664.6 of the California Code of Civil Procedure.


 


20.  This Stipulation
may be executed in counterparts and transmitted by facsimile, in portable document format (pdf), or other electronic format, each
of which shall constitute an original and all of which together shall be deemed a single instrument.


 


IT IS SO STIPULATED:


 


	Dated:  December 19, 2012	IRONRIDGE GLOBAL IV, LTD.
	 	 	 
	 	By:	/s/ Peter Cooper
	 	 	Peter Cooper
	 	 	Director
	 	 	 
	Dated:  December 19, 2012	LIBERTAS LAW GROUP
	 	 	 
	 	By:	/s/ Mark A. Vega
	 	 	Mark A. Vega
	 	 	Mona Mahdara Alcala
	 	 	Attorneys for Plaintiff
	 	 	IRONRIDGE GLOBAL IV, LTD.
	 	 	 
	Dated:  December 19, 2012	ADVAXIS, INC.
	 	 	 
	 	By:	/s/ Thomas A. Moore
	 	 	Thomas A. Moore
	 	 	Chief Executive Officer


 



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	Dated:  December 19, 2012	C.M. BRAINARD & ASSOCIATES
	 	 	 
	 	By:	/s/ Christopher Brainard
	 	 	Christopher Brainard
	 	 	Attorneys for Defendant
	 	 	ADVAXIS, INC.


 



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