ADXS	 








 


$800,000 PROMISSORY NOTE


FOR
VALUE RECEIVED, Advaxis, Inc., a Delaware corporation (the “Borrower”) with at least 536,000,000 common shares
issued and outstanding, promises to pay to JMJ Financial or its Assignees (the “Lender”) the Principal Sum along with
the Interest Rate and any other fees according to the terms herein. This Note will become effective only upon execution by both
parties and delivery of the first payment of Consideration by the Lender (the “Effective Date”).


The
Principal Sum is $800,000 (eight hundred thousand) plus accrued and unpaid interest and any other fees. The Consideration is $720,000
(seven hundred twenty thousand) payable by wire (there exists an $80,000 original issue discount (the “OID”)). The
Lender shall pay $425,000 of Consideration upon closing of this Note in the form of (1) a $300,000 cash wire transfer and (2) surrender
and exchange of the $125,000 December 26, 2012 Convertible Promissory Note Agreement (the parties agree that for purposes of Rule
144, the consideration for the December 26, 2012 Note tacks back to December 28, 2012). The Lender may pay additional Consideration
to the Borrower in such amounts up to $295,000 and at such dates as Lender may choose in its sole discretion. THE PRINCIPAL
SUM DUE TO LENDER SHALL BE PRORATED BASED ON THE CONSIDERATION ACTUALLY PAID BY LENDER (PLUS AN APPROXIMATE 10% ORIGINAL ISSUE
DISCOUNT THAT IS PRORATED BASED ON THE CONSIDERATION ACTUALLY PAID BY THE LENDER AS WELL AS ANY OTHER INTEREST OR FEES) SUCH THAT
THE BORROWER IS ONLY REQUIRED TO REPAY THE AMOUNT FUNDED AND THE BORROWER IS NOT REQUIRED TO REPAY ANY UNFUNDED PORTION OF THIS
NOTE. The Maturity Date is one year from the Effective Date of each payment (the “Maturity Date”) and is the date
upon which the Principal Sum of this Note, as well as any unpaid interest and other fees, shall be due and payable. The Conversion
Price is the lesser of $0.07 or 70% of the average of the two lowest closing prices in the 20 trading days previous to the conversion
(In the case that conversion shares are not deliverable by DWAC an additional 10% discount will apply; and if the shares are ineligible
for deposit into the DTC system and only eligible for Xclearing deposit an additional 5% discount shall apply; in the case of both
an additional cumulative 15% discount shall apply). Unless otherwise agreed in writing by both parties, at no time will the Lender
convert any amount of the Note into common stock that would result in the Lender owning more than 4.99% of the common stock outstanding.


1.Prepayment
and Interest. A one-time interest charge of 5% shall be applied to the Principal Sum. The interest payable is in addition to
the OID, and that OID (or prorated OID, if applicable) remains payable regardless of time and manner of payment by Borrower. The
Borrower may not prepay this Note without written approval from the Lender.


2.Conversion.
The Lender has the right, at any time after the Effective Date, at its election, to convert all or part of the outstanding and
unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock
of the Borrower as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount
divided by the Conversion Price. Conversions may be delivered to Borrower by method of Lender’s choice (including but not
limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require
further payment from the Lender. If no objection is delivered from Borrower to Lender regarding any variable or calculation of
the conversion notice within 24 hours of delivery of the conversion notice, the Borrower shall have been thereafter deemed to have
irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver
the shares from any conversion to Lender (in any name directed by Lender) within 3 (three) business days of conversion notice delivery.


3.Conversion
Delays. If Borrower fails to deliver shares in accordance with the timeframe stated in Section 2, Lender, at any time prior
to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the
unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned
to the Borrower (under Lender’s and Borrower’s expectations that any returned conversion amounts will tack back to
the original date of the Note). In addition, for each conversion, in the event that shares are not delivered by the fourth business
day (inclusive of the day of conversion), a penalty of $2,000 per day will be assessed for each day after the third business day
(inclusive of the day of the conversion) until share delivery is made; and such penalty will be added to the Principal Sum of the
Note (under Lender’s and Borrower’s expectations that any penalty amounts will tack back to the original date of the
Note).


4.Reservation
of Shares. At all times during which this Note is convertible, the Borrower will reserve from its authorized and unissued Common
Stock to provide for the issuance of Common Stock upon the full conversion of this Note. The Borrower will at all times reserve
at least 20,000,000 shares of Common Stock for conversion.


5.This Section 5 intentionally
left blank.


6.Future
Financings. The Lender shall have the right, at its election, to participate in the next public offering of securities of the
Borrower by exchanging, in whole or in part, the funded portion of this Note for a subscription to such public offering in an amount
equal to 125% of the sum of the funded portion of the principal amount of the Note being exchanged plus all accrued and unpaid
interest, liquidated damages, fees, and other amounts due on such exchanged principal amount. If the Borrower completes a public
offering of $10,000,000 or more, the Lender shall have the right, at its election, to have the Borrower repay this Note, in whole
or in part, in an amount equal to 125% of the sum of the funded principal amount being repaid plus all accrued and unpaid interest,
liquidated damages, fees, and other amounts due on such principal amount.


7.Default.
The following are events of default under this Note: (i) the Borrower shall fail to pay any principal under the Note when due and
payable (or payable by conversion) thereunder; or (ii) the Borrower shall fail to pay any interest or any other amount under the
Note when due and payable (or payable by conversion) thereunder; or (iii) a receiver, trustee or other similar official shall be
appointed over the Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days
or shall not be dismissed or discharged within sixty (60) days; or (iv) the Borrower shall become insolvent or generally fails
to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or
(v) the Borrower shall make a general assignment for the benefit of creditors; or (vi) the Borrower shall file a petition for relief
under any bankruptcy, insolvency or similar law (domestic or foreign); or (vii) an involuntary proceeding shall be commenced or
filed against the Borrower; or (viii) the Borrower shall lose its status as “DTC Eligible” or the borrower’s
shareholders shall lose the ability to deposit (either electronically or by physical certificates, or otherwise) shares into the
DTC System; or (ix) the Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with
the SEC.






    	 



    	 



    

 


8.Remedies.
In the event of any default, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages,
fees and other amounts owing in respect thereof through the date of acceleration, shall become, at the Lender’s election,
immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the
outstanding principal amount of this Note, plus all accrued and unpaid interest, liquidated damages, fees and other amounts hereon,
divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower
Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever
has a higher VWAP, or (ii) 150% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid interest, liquidated
damages, fees and other amounts hereon. Commencing five (5) days after the occurrence of any event of default that results in
the eventual acceleration of this Note, the interest rate on this Note shall accrue at an interest rate equal to the lesser of
18% per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender
need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender
may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other
remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to
payment hereunder and the Lender shall have all rights as a holder of the note until such time, if any, as the Lender receives
full payment pursuant to this Section 8. No such rescission or annulment shall affect any subsequent event of default or impair
any right consequent thereon. Nothing herein shall limit Lender’s right to pursue any other remedies available to it at
law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Borrower’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the Note as required
pursuant to the terms hereof.


9.No
Shorting. Lender agrees that so long as this Note from Borrower to Lender remains outstanding, Lender will not enter into or
effect “short sales” of the Common Stock or hedging transaction which establishes a net short position with respect
to the Common Stock of Borrower. Borrower acknowledges and agrees that upon delivery of a conversion notice by Lender, Lender immediately
owns the shares of Common Stock described in the conversion notice and any sale of those shares issuable under such conversion
notice would not be considered short sales.


10.
Assignability. The Borrower may not assign this Note. This Note will be binding upon the Borrower and its successors and
will inure to the benefit of the Lender and its successors and assigns and may be assigned by the Lender to anyone of its choosing
without Borrower’s approval.


11.
Governing Law. This Note 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.





12.Delivery
of Process by Lender to Borrower. In the event of any action or proceeding by Lender against Borrower, and only by Lender against
Borrower, service of copies of summons and/or complaint and/or any other process which may be served in any such action or proceeding
may be made by Lender via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or process server, or by mailing
or otherwise delivering a copy of such process to the Borrower at its last known attorney as set forth in its most recent SEC filing.


13.Attorney
Fees. In the event any attorney is employed by either party to this Note with regard to any legal or equitable action, arbitration
or other proceeding brought by such party for the enforcement of this Note or because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this Note, the prevailing party in such proceeding will be entitled
to recover from the other party reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other
relief to which the prevailing party may be entitled.


14.Opinion
of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right to
have any such opinion provided by its counsel. Lender also has the right to have any such opinion provided by Borrower’s
counsel.


15.Notices.
Any notice required or permitted hereunder (including Conversion Notices) must be in writing and either personally served, sent
by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission
if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier service
for delivery.


 


	
        Borrower:

        
	 	
        Lender:

        

		 	 
	
        Thomas Moore

        Advaxis, Inc.

        Chief Executive Officer and Chairman of
        the Board

        Date: April 26, 2013
	 	
        JMJ Financial

        Its Principal

        Date: 4/26/13