Exhibit
4.9


 


AGREEMENT
TO EXCHANGE WARRANTS


 


Advaxis,
Inc.


305
College Road East


Princeton,
NJ 08540


 


Ladies
and Gentlemen:


 


This
is to record the agreement between Advaxis, Inc. (the “Company”) and [____] (the “Warrantholder”) regarding
the terms on which the Company will issue shares of Common Stock (“Common Stock”), par value $0.001 per share, to
the Warrantholder in exchange for warrants originally issued under a Securities Purchase Agreement, dated January 21, 2020, by
and among the Company, the Warrantholder and [____] entitling the holders to purchase Common Stock, which Agreement is as follows:


 


	 	1.	The
    Company hereby agrees to issue [____] shares (the “Exchange Shares”) of Common Stock to the Warrantholder in exchange
    for [____] warrants (such warrants being exchanged, the “Warrants”).
	 	 	 
	 	2.	In
    order to carry out the exchange of the Exchange Shares for the Warrants described in Section 1, at or prior to 11:00 a.m.,
    Eastern time on October 16, 2020 (the “Exchange Date”) (a) the number of Warrants stated in Section 1 shall be
    automatically deemed cancelled upon receipt of the Exchange Shares, and (b) the Company will cause Continental Stock Transfer
    and Trust Company, as transfer agent for the Company, to issue via the Deposit / Withdrawal at Custodian system into an account
    with The Depositary Trust Company (“DTC”) specified by the Warrantholder, the number of shares of Common Stock
    stated in Section 1. No later than three (3) Nasdaq Global Market trading days following the date hereof, the Warrantholder
    shall deliver the original certificate representing the Warrants stated in Section 1 above to the Company for cancellation.
    For the avoidance of doubt, as of the Exchange Date, all of the Warrantholder’s rights under the terms and conditions
    of the Warrants shall be extinguished. However, failure to deliver the original certificate will not affect the automatic
    cancellation of the Warrants described in clause (a).
	 	 	 
	 	3.	During
    the period of 15 days beginning on the Exchange Date, the Warrantholder will not on any day sell a number of shares of Common
    Stock (including shares issuable by exercise of securities that are convertible into or exercisable for Common Stock) that
    exceeds 10% of the cumulative trading volume of the Common Stock for such date (which cumulative trading volume shall include
    pre-market, market and post-market trading volume for such date) as reported by Bloomberg, LP. The Company will be entitled
    to injunctive relief to prevent violation or threatened violation of this Section 3.
	 	 	 
	 	4.	The
    Warrantholder represents and warrants to the Company that:


 


	 	a.	The
    Warrantholder owns all the Warrants described in Section 1 and has all right, power and authority that is necessary to enable
    the Warrantholder to exchange them for Common Stock as contemplated by this Agreement, without requiring consent of any other
    person or any governmental authority.


 




    	 



    	 



    



 


	 	b.	After
    the Warrants described in Section 1 are automatically cancelled as described in Section 2, neither the Warrantholder nor any
    other person will have any rights under or with regard to the Warrants.
	 	 	 
	 	c.	The
    Warrantholder is aware that:


 


i. The
last sale price of the Common Stock reported on the Nasdaq Global Market on October 15, 2020 was $0.42 per share. The Company
is not aware of any trading in the Warrants.


 


ii. The
Company files annual, quarterly and current reports and other information with the SEC. The materials the Company files with the
SEC are available on the SEC’s website, www.sec.gov. They also are available on the Company’s website, www.advaxis.com.


 


	 	d.	The
    Warrantholder has had a reasonable opportunity to discuss the Company’s business, management and financial affairs with
    management of the Company. The Warrantholder has also had a reasonable opportunity to ask questions of and receive answers
    from the Company and its management regarding the terms and conditions of this exchange. The Warrantholder acknowledges that
    except as set forth herein, no representations or warranties have been made to the Warrantholder, or to the Warrantholder’s
    advisors or representatives, by the Company or others with respect to the business or prospects of the Company or its financial
    condition.


 


	 	5.	The Company represents and warrants to the Warrantholder as follows:
	 	 	 	 	 
	 	 	 	a.	The
    Company has all right, power and authority, and has obtained all approvals, that are necessary to enable it to issue Common
    Stock in exchange for Warrants as contemplated by this Agreement.
	 	 	 	 	 
	 	 	 	b.	When
    the Company issues the Exchange Shares, those shares (i) will be issued in reliance on an exemption from the registration
    requirements of the Securities Act contained in Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities
    Act), and such shares shall be “restricted securities” (as defined in Rule 144 promulgated under the Securities
    Act), and (ii) will be duly authorized and issued, fully paid and non-assessable and will be eligible for trading on the Nasdaq
    Global Market.


 


	 	6.	The
    Warrantholder is aware that the issuance of Exchange Shares in exchange for Warrants as described in this Agreement has not
    been registered under the Securities Act and that those shares are being issued in reliance on an exemption from the registration
    requirements of the Securities Act contained in Section 3(a)(9) of the Securities Act. The Warrantholder further acknowledges
    Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings
    of the Warrantholder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act
    and applicable state securities laws.
	 	 	 
	 	7.	The
    Warrantholder understands that the Exchange Shares are “restricted securities” and have not been registered under
    the Securities Act or any applicable state securities law and the Warrantholder is acquiring the Exchange Shares as principal
    for its own account and not with a view to or for distributing or reselling such Exchange Shares or any part thereof in violation
    of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Exchange
    Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement
    or understandings with any other persons to distribute or regarding the distribution of such Exchange Shares in violation
    of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Warrantholder’s
    right to sell the Securities in compliance with applicable federal and state securities laws). Such Warrantholder is acquiring
    the Exchange Shares hereunder in the ordinary course of its business.


 




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	 	8.	Following
    such time as the restricted shares are eligible for sale under Rule 144 without the need to satisfy the current public information
    requirement under Rule 144 and without volume or manner-of-sale restrictions, the Company agrees to use commercially reasonable
    efforts to, no later than two (2) business days following the delivery by the Warrantholder of all of (i) an instrument, whether
    certificated or uncertificated, representing the Exchange Shares issued with a restrictive legend, (ii) a written request
    addressed to the Company that such restrictive legend be removed, and (iii) customary broker and representation letters reasonably
    satisfactory to the Company and the Company’s counsel, deliver or cause to be delivered to the Warrantholder, via DRS
    transfer, an instrument, certificated or uncertificated, representing that such Exchange Shares are free from such restrictive
    legends; provided, however that each party will be solely responsible for any fees it incurs in connection with such
    request and removal.
	 	 	 
	 	9.	The
    Company agrees from and after the date hereof that if any of the terms offered to any other holder of Warrants in connection
    with any exchange of Warrants for any assets or other securities (each an “Exchange Document”), is or will be
    more favorable to such other Person (as defined in the Warrants) than those of the Warrantholder under this Agreement (other
    than with respect to the reimbursement of legal fees). If, and whenever on or after the date hereof, the Company enters into
    an Exchange Document which contains any terms that are more favorable to another holder of Warrants than this Agreement, then
    (i) the Company shall provide notice thereof to the Warrantholder promptly following the occurrence thereof and (ii) the terms
    and conditions of this Agreement shall be, without any further action by the Warrantholder or the Company, automatically amended
    and modified in an economically and legally equivalent manner such that the Warrantholder shall receive the benefit of the
    more favorable terms and/or conditions (as the case may be) set forth in such Exchange Document, provided that upon written
    notice to the Company at any time the Warrantholder may elect not to accept the benefit of any such amended or modified term
    or condition, in which event the term or condition contained in this Agreement shall apply to the Warrantholder as it was
    in effect immediately prior to such amendment or modification as if such amendment or modification never occurred with respect
    to the Warrantholder. Without limiting what is said above in this Section 7, if the Exchange Document with a Person calls
    for issuance of more shares of Common Stock per Warrant exchanged than this Agreement, within five Nasdaq Global Market trading
    days after the issuance of the shares to the other person, the Company will issue to the Warrantholder the number of additional
    shares of Common Stock such that the Warrantholder will have received the same number of shares of Common Stock per exchanged
    Warrant as the other Person. The provisions of this paragraph shall apply similarly and equally to each Exchange Document.


 




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	 	10.	Prior
    to 5:30 pm ET on October 16, 2020, the Company shall issue a press release (or file a Report on Form 8-K), reasonably acceptable
    to the Warrantholder disclosing the material terms of the transactions contemplated hereby (the “Press Release”).
    From and after the issuance of the Press Release, the Company represents to the Warrantholder that the Warrantholder shall
    not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries (as defined
    below) or any of their respective officers, directors, employees or agents, that is not disclosed in the Press Release. In
    addition, effective upon the issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality
    or similar obligations under any agreement, whether written or oral, between the Company, any of its subsidiaries or any of
    their respective officers, directors, employees or agents, on the one hand, and the Warrantholder or any of its affiliates,
    on the other hand, shall terminate. The Company shall not, and shall cause each of its subsidiaries and its and each of their
    respective officers, directors, employees and agents, not to, provide the Warrantholder with any material, nonpublic information
    regarding the Company or any of its subsidiaries from and after the date hereof without the express prior written consent
    of the Warrantholder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors,
    employees or agents, delivers any material, non-public information to the Warrantholder without the Warrantholder’s
    consent, the Company hereby covenants and agrees that the Warrantholder shall not have any duty of confidentiality with respect
    to such material, non-public information.
	 	 	 
	 	11.	The
    Company and the Warrantholder hereby mutually agree and acknowledge to execute and/or deliver such other documents and agreements
    as are reasonably necessary to effectuate the exchange pursuant to the terms of this Agreement.
	 	 	 
	 	12.	Neither
    the Company nor the Warrantholder has paid or given, or will pay or give, to any person, any commission, fee or other remuneration,
    directly or indirectly, in connection with the transactions contemplated by this Agreement.
	 	 	 
	 	13.	This
    Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
    agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it
    being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile
    or .pdf transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf
    such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.
    If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability
    of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties
    will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing,
    shall incorporate such substitute provision in this Agreement. All questions concerning the construction, validity, enforcement
    and interpretation of this Agreement shall be determined pursuant to the internal law of the State of New York.


 


(Signatures
on following page)


 




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Please
sign a copy of this Agreement which, when it is signed by the Company, will constitute a legally binding agreement between the
Warrantholder and the Company.


 




	 	 	 	Very
    truly yours,
	 	 	 	 	 
	 	 	 	[____]
	 	 	 	 	 
	Dated:
    October 16, 2020	 	By
    	         
	 	 	 	 	 
	 	 	 	 	 
	AGREED
    TO:	 	 	 
	 	 	 	 	 
	ADVAXIS,
    INC.	 	 	 
	 	 	 	 	 
	By:		 	 	 
	Name:	Kenneth
    A. Berlin	 	 	 
	Title:
	President
    and Chief Executive Officer	 	 	 


 




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