Exhibit 4.2


 





 


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, IN A FORM GENERALLY ACCEPTABLE TO THE COMPANY’S LEGAL COUNSEL, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (ii) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.


 


THIS NOTE HAS BEEN ISSUED WITH ORIGINAL
ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), THOMAS A. MOORE, A REPRESENTATIVE OF
THE BORROWER HEREOF WILL, BEGINNING TEN (10) DAYS AFTER THE ISSUE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON
REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). THOMAS A. MOORE MAY BE REACHED AT TELEPHONE NUMBER
(609) 452 9813.


 





 






 


	 	Principal Amount:	___________
	 	Purchase Price:	___________
	 	Issue Date:	May __, 2012
	 	Maturity Date:	May __, 2013


 


FORM OF CONVERTIBLE
PROMISSORY NOTE


 


–
SERIES D, TRANCHE 1 –


 


FOR VALUE RECEIVED,
ADVAXIS, INC., a Delaware corporation (hereinafter called “Borrower” or the “Company”),
hereby promises to pay to __________ (the “Holder”)
or order, without demand, the aggregate principal amount of _______________ (______) (the “Principal Amount”),
payable on May __, 2013 (the “Maturity Date”).


 



    	 



    	 



    

 


This Series D, Tranche
1 Note (“Note”) is one of a series of notes (the “Notes”) issued pursuant to
the terms of a Note Purchase Agreement (the “Purchase Agreement”), by and between the Borrower, the initial
Holder and certain other investors signatory thereto (including the initial Holder), dated as of May __, 2012. Unless otherwise
separately defined herein, all capitalized terms used in Note shall have the same meaning as is set forth in the Purchase Agreement.
Unless otherwise separately defined herein, all capitalized terms used in Note shall have the same meaning as is set forth in the
Purchase Agreement. The following terms shall apply to Note:


 


Article
I

GENERAL PROVISIONS


 


1.1           Conversion
Privileges. The conversion privileges set forth in Article II shall remain in full force and effect immediately from the date hereof
and until Note is paid in full regardless of the occurrence of an Event of Default but subject to Article II. The Principal Amount of Note,
or such portion thereof, that has not previously been converted into common stock, $0.001 par value, of the Company (the “Common
Stock”) in accordance with Article II hereof, if any, shall be payable in full on the Maturity Date.


 


1.2           Borrower
May Have Senior Indebtedness Outstanding; Notes are Subordinate to Senior Indebtedness. The Borrower currently has secured
indebtedness outstanding that is senior in right of payment with the indebtedness evidenced by this Note (the “Senior
Indebtedness”). The Holder expressly acknowledges that the indebtedness represented by Note is expressly subordinate
to the Senior Indebtedness.


 


1.3           Interest.
There shall be no periodic payments of interest on this Note.


 


Article
II

CONVERSION RIGHTS


 


The Holder shall have
the right to convert the Principal Amount of this Note into shares of the Borrower’s Common Stock as set forth below.


 



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2.1           Conversion
into the Borrower’s Common Stock.


 


(a)          Conversion
Price. The conversion price in effect on any date of conversion shall be equal to $0.15, subject to adjustment herein (the
“Conversion Price”). In addition, on December 1, 2012 (“Trigger Date”), if the Market
Price (as defined below) is less than the Conversion Price then in effect, on the Trigger Date the Conversion Price shall be reduced
to such Market Price. “Market Price” means the greater of (x) $0.085 (as adjusted for stock splits, stock
dividends, recapitalizations and similar events) and (y) the lesser of (A) 100% of the average of the VWAPs of the Common Stock
for the 5 Trading Days period ending on the Trading Day immediately prior to the Trigger Date, as calculated pursuant to the AQR
function on Bloomberg L.P. and (B) 100% of the closing bid price of the Common Stock on the Trading Day immediately prior to the
Trigger Date. Additionally, if, at any time while this Note is outstanding, the Company or any Subsidiary, as applicable, sells
or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any
sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person
to acquire shares of Common Stock at an effective price per share that is lower than the then Conversion Price (such lower price,
the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”)
(if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price
adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights
per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price
per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion
Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced to equal the Base Conversion Price. Notwithstanding
the foregoing, no adjustment will be made under this Section 5(b) in respect of the issuance of Excluded Securities.


 


(b)          Conversion.
The Holder shall have the option, but shall not be required, to convert all or a portion of the Note into a number of fully paid
and non-assessable shares of Common Stock (the “Conversion Shares”). The number of Conversion Shares
issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding Principal Amount
of this Note to be converted by (y) the Conversion Price.


 



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(c)          Mechanics
of Conversion. As a condition to effecting the conversion set forth in Section 2.1(b) above, the Holder shall properly complete
and deliver to the Company a Notice of Conversion, a form of which is annexed hereto as Exhibit A (the “Notice
of Conversion”), which notice must be received by the Company at least one (1) Trading Day prior to the Maturity
Date. The Notice of Conversion shall set forth the Principal Amount of this Note to be converted and the date on which such conversion
shall be effected (such date, the “Conversion Date”); provided, however, that the Holder
may not deliver to the Company a Notice of Conversion for more than seventy-five percent (75%) of the Principal Amount of this
Note as of the Issue Date of this Note prior to the Maturity Date (or such greater amount of the Principal Amount prior to the
Maturity Date, as determined by the Company in its reasonable discretion, as would not as of such date of determination cause the
Company to be required to issue any additional shares of Common Stock to any holder of securities of the Company as of the time
immediately prior to the Issue Date (each, an “Existing Securityholder”) or result in a reduction of
the conversion price or exercise price of any outstanding Convertible Security or Option, as applicable, in each case held by an
Existing Securityholder as of the time immediately prior to the Issue Date). If no Conversion Date is specified in a Notice of
Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. Upon timely delivery
to the Borrower of the Notice of Conversion, certificates evidencing that number of shares of Common Stock for the portion of the
Note converted in accordance herewith shall be transmitted by the Company’s transfer agent to the Holder by crediting the
account of the Holder’s prime broker with The Depository Trust Company through its Deposit / Withdrawal at Custodian system
if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the
issuance of the Conversion Shares to, or resale of the Conversion Shares by, the Holder or (B) the shares are eligible for resale
by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address
specified by the Holder in the Notice of Conversion by the date that is three (3) Trading Days after the Conversion Date (such
third day being the “Share Delivery Date”).


 



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(d)          Obligation
to Deliver Conversion Shares Absolute; Certain Remedies.


 


(i)          Obligation
Absolute. The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance
with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same,
any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce
the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or
any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person,
and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection
with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company
of any such action the Company may have against the Holder. In the absence of such injunction, the Company shall issue Conversion
Shares or, if applicable, cash, upon a properly noticed conversion.


 


(ii)         Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder,
if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant
to Section 2.1(c), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market
transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction
of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such
Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to
any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price
(including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of
shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price
at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the
option of the Holder, either reissue (if surrendered) this Note in a Principal Amount equal to the Principal Amount of the attempted
conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock
that would have been issued if the Company had timely complied with its delivery requirements under Section 2.1(c) (the “Buy-In
Liquidated Damages”). For example, if the Holder purchases Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the Conversion
Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of
the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence
of the amount of such loss.


 



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(iii)        Rescission.
If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable
Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before
its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to
the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates
issued to such Holder pursuant to the rescinded Conversion Notice.


 


(e)          Adjustment.
The number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(b), shall be
subject to adjustment, from time to time, upon the happening of certain events while this conversion right remains outstanding,
as follows:


 



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(i)          Fundamental
Transaction. If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or
party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other
business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this
Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion
immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 2.3 on the conversion
of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result
of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately
prior to such Fundamental Transaction (without regard to any limitation in Section 2.3 on the conversion of this Note). For purposes
of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction,
and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any conversion of this Note following such Fundamental Transaction. The Company shall cause any
successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)
to assume in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with
the provisions of this Section 2(e)(i) pursuant to written agreements in form and substance reasonably satisfactory to the Holder
and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder
of this Note, deliver to the Holder in exchange for this Note a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to this Note which is convertible for a corresponding number of shares of capital stock
of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion
of this Note (without regard to any limitations on the conversion of this Note) prior to such Fundamental Transaction, and with
a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the relative
value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such
number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Note
immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance
to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted
for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents
referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of
the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the
same effect as if such Successor Entity had been named as the Company herein.


 



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(ii)         Stock
Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents
(which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment
of interest on, the Notes), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including
by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event
of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall
be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares
of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common
Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately
after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or re classification.


 


(f)          Notice
of Adjustment. Upon the occurrence of an event specified in Section 2.1(e), the Borrower shall promptly mail to the Holder
a notice setting forth the adjustment and setting forth a statement of the facts requiring such adjustment, provided that any additional
notice requirements set forth in Section 2.1(e)(i) shall also be applicable.


 



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(g)          Reservation
of Shares. At such time when necessary, Borrower:


 


(i)          will
reserve from its authorized and unissued Common Stock a sufficient amount of Common Stock to permit the full conversion of Note;


 


(ii)         represents
that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable; and


 


(iii)        agrees
that its issuance of Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the
duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon
the conversion of Note.


 


2.2           Method
of Conversion. Note may be converted by the Holder, in whole or in part, as described in Section 2.1(a) hereof and the Purchase
Agreement. Upon partial conversion of Note, a new Note containing the same date and provisions of Note shall, at the request of
the Holder, be issued by the Borrower to the Holder for the principal balance of Note and interest which shall not have been converted
or paid.


 



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2.3           Limitations
on Conversion. Notwithstanding anything to the contrary contained in this Note, this Note shall not be convertible by the
Holder hereof, and the Company shall not effect any conversion of this Note or otherwise issue any shares of Common Stock pursuant
hereto, to the extent (but only to the extent) that the Holder or any of its affiliates would beneficially own in excess of 4.99%
(the “Maximum Percentage”) of the Common Stock. To the extent the above limitation applies, the determination
of whether this Note shall be convertible (vis-à-vis other convertible, exercisable or exchangeable securities owned by
the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company
for conversion, exercise or exchange (as the case may be). No prior inability to convert this Note, or to issue shares of Common
Stock, pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect
to any subsequent determination of convertibility. For purposes of this paragraph, beneficial ownership and all determinations
and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in
accordance with Section 13(d) of the Securities Act of 1934, as amended, and the rules and regulations promulgated thereunder.
The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph
to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage
beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect
to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Note.
The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph
without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written or oral request
of the Holder, the Company shall within two (2) Trading Days confirm orally to the Holder and, if requested, in writing to the
Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible
or exercisable securities into Common Stock, including, without limitation, pursuant to this Note or securities issued pursuant
to the Purchase Agreement.


Article
III

EVENT OF DEFAULT


 


The occurrence of any
of the following events of default (“Event of Default”) shall, at the option of the Holder hereof, make
the outstanding Principal Amount plus all other amounts payable under this Note immediately due and payable in cash at the Mandatory
Default Amount (as defined below), upon demand:


 


3.1           Failure
to Pay. The Borrower fails to pay the Principal Amount or other sum due under Note when due.


 


3.2           Breach
of Covenant. The Borrower breaches any material covenant of the Purchase Agreement or Note in any material respect and such
breach, if subject to cure, continues for a period of FIFTEEN (15) Trading Days after written notice to the Borrower from the
Holder.


 


3.3           Breach
of Representations and Warranties. Any material representation or warranty of the Borrower made, in the Purchase Agreement
or in any certificate delivered pursuant to the Purchase Agreement, said statement or certificate given in writing pursuant hereto
or in connection therewith shall be false or misleading in any material respect as of the date made and the Closing Date.


 



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3.4           Receiver
or Trustee. The Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment
of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise
be appointed.


 


3.5           Judgments.
Any money judgment, writ or similar final process shall be entered or filed against Borrower or any of its property or other assets
for more than ONE MILLION DOLLARS ($1,000,000.00) and shall remain unvacated, unbonded or unstayed for a period of FORTY-FIVE
(45) days.


 


3.6           Bankruptcy.
Bankruptcy, reorganization, insolvency proceeding, liquidation proceedings or other proceedings or relief under any bankruptcy
law or any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against
the Borrower and if instituted against them are not dismissed within FORTY-FIVE (45) Trading Days of initiation.


 


3.7           Non-Payment.
A default by the Borrower under any one or more obligations in an aggregate monetary amount in excess of ONE MILLION DOLLARS ($1,000,000.00)
for more than TWENTY (20) Trading Days after notice to the Borrower from the Holder, unless the Borrower is contesting the validity
of such obligation in good faith and has segregated cash funds equal to not less than one-half of the contested amount.


 


3.8           Failure
to Deliver Common Stock or Replacement Note. Borrower’s failure to deliver Common Stock to the Holder pursuant to and
in the form required by Note within TEN (10) Trading Days after the applicable Conversion Date.


 


3.9           Reservation
Default. Failure by the Borrower to have reserved for issuance upon conversion of this Note the amount of Common stock as
set forth in this Note for more than NINETY (90) days after notice to the Borrower from the Holder.


 



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Upon the payment in
full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. In connection
with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest
or other notice of any kind, and the Holder 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. For purposes of this Article III, “Mandatory
Default Amount” means the sum of (a) the greater of (i) the outstanding Principal Amount of this Note, divided by
the Conversion Price on the date the Mandatory Default Amount is either (A) demanded (if demand or notice is required to create
an Event of Default) or otherwise due or (B) paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the
date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or
(ii) 100% of the outstanding principal amount of this Note, and (b) all other amounts, costs, expenses and liquidated damages due
in respect of this Note.


Article
IV

NEGATIVE COVENANTS


 


4.1          Negative
Covenants. As long as any portion of this Note remains outstanding, unless the holders of at least 51% in principal amount
of the then outstanding Notes shall have otherwise given prior written consent, the Company shall not, and shall not permit any
of the Subsidiaries to, directly or indirectly:


 


(a)          other
than Permitted Indebtedness (as defined below), enter into, create, incur, assume, guarantee or suffer to exist any secured indebtedness
for borrowed money of any kind, including, but not limited to, a guarantee, on or with respect to any of its property or assets
now owned or hereafter acquired or any interest therein or any income or profits therefrom;


 


(b)          other
than Permitted Liens (as defined below), enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with
respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;


 


(c)          repay,
repurchase or offer to repay, repurchase or otherwise acquire for cash more than a de minimis number of shares of its Common Stock
other than repurchases of Common Stock of departing officers and directors of the Company or in connection with any Optimus Transaction,
provided that such repurchases shall not exceed an aggregate of $150,000 during the term of this Note;
or


 



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(d)          pay
cash dividends or distributions on any equity securities of the Company.


 


4.2          Definitions.
For the purpose of this Note, the following definitions shall apply:


 


(a)          “Permitted
Indebtedness” means (i) the Indebtedness evidenced by the Notes, (ii) the Indebtedness existing on the Issue Date
and set forth on Schedule 5.19 attached to the Purchase Agreement, (iii) unsecured Indebtedness incurred by the Company,
which Indebtedness is not senior in rank to the Notes and does not mature prior to the Maturity Date, (iv) Indebtedness secured
by Permitted Liens, and (v) extensions, refinancings and renewals of any items in clauses (i) through (iv) above, provided that
the principal amount is not increased (other than with respect to the addition of existing or future interest due and payable thereunder
to the principal thereunder) or the terms modified to impose materially more burdensome terms upon the Company or its Subsidiaries,
as the case may be.


 


(b)          “Permitted
Lien” means the individual and collective reference to the following: (i) any Lien for taxes not yet due or delinquent
or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with
GAAP, (ii) any statutory Lien arising in the ordinary course of business by operation of law with respect to a liability that is
not yet due or delinquent, (iii) any Lien created by operation of law, such as materialmen's liens, mechanics' liens and other
similar liens, arising in the ordinary course of business with respect to a liability that is not yet due or delinquent or that
are being contested in good faith by appropriate proceedings, (iv) Liens (A) upon or in any equipment acquired or held by the Company
or any of its Subsidiaries to secure the purchase price of such equipment or indebtedness incurred solely for the purpose of financing
the acquisition or lease of such equipment, or (B) existing on such equipment at the time of its acquisition, provided that the
Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such equipment, (v) Liens incurred
in connection with the extension, renewal or refinancing of the indebtedness secured by Liens of the type described in clause (iv)
above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien
and the principal amount of the Indebtedness being extended, renewed or refinanced does not increase, (vi) leases or subleases
and licenses and sublicenses granted to others in the ordinary course of the Company's business, not interfering in any material
respect with the business of the Company and its Subsidiaries taken as a whole, (vii) Liens in favor of customs and revenue authorities
arising as a matter of law to secure payments of custom duties in connection with the importation of goods, (viii) Liens arising
from judgments, decrees or attachments in circumstances not constituting an Event of Default, (ix) Liens incurred in connection
with Permitted Indebtedness under clause (i) and, solely to the extent existing as of the Issue Date, clause (ii) of the definition
thereof (including any extensions, refinancings and renewals of such Indebtedness that constitute Permitted Indebtedness).


 



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Article
V

REDEMPTION RIGHTS


 


5.1           Optional
Redemption Right. Subject to the provisions of
this Article V, at any time after the Effective Date, the Company may deliver a notice to the Holder (an
“Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the
“Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then
outstanding principal amount of this Note for cash on the 20th Trading Day following the Optional Redemption
Notice Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the
“Optional Redemption Period” and such redemption, the
“Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional
Redemption Date. The Company may only effect an Optional Redemption if each of the Equity Conditions (as defined below) shall
have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional
Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the
Optional Redemption Amount is actually made in full. If any of the Equity Conditions shall cease
to be satisfied at any time during the Optional Redemption Period, then the Holder may elect to nullify the Optional
Redemption Notice by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has
not been met in which case the Optional Redemption Notice shall be null and void, ab initio.
The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the
Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. “Equity
Conditions” means, during the period in question, (a) the Company shall have duly
honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the
Holder, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respect of
this Note, (c)(i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize
the prospectus thereunder to resell all of the Conversion Shares issuable upon conversion of such portion of this
Note subject to an Optional Redemption (and the Company believes, in good faith, that such effectiveness will continue
uninterrupted for such period) or (ii) all of the Conversion Shares issuable upon conversion of such portion of this Note
subject to an Optional Redemption may be resold pursuant to Rule 144 during such period, (d) the Common Stock is trading on a
Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such
Trading Market (and the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue
uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but unissued and otherwise
unreserved shares of Common Stock for the issuance of all of the Conversion Shares issuable upon conversion of such portion
of this Note and any other Notes being redeemed at such time, (f) there is no existing Event of Default and, to the actual
knowledge of the Company, no existing event which, with the passage of time or the giving of notice, would constitute an
Event of Default, (g) the issuance of the shares issuable to the Holder upon conversion of such portion of this Note subject
to an Optional Redemption would not violate the limitations set forth in Section 2.3 under this Note, (h)
there has been no public announcement of a pending or proposed Fundamental Transaction that has not been consummated or
abandoned, (i) the applicable Holder is not in possession of any information provided by the Company that constitutes, or may
constitute, material non-public information, (j) for each Trading Day in a period of 20 consecutive Trading Days prior to the
applicable date in question, the daily trading volume for the Common Stock on the principal Trading Market exceeds $100,000
per Trading Day and (k) for each Trading Day in a period of 20 consecutive Trading Days prior to the applicable date in
question, the VWAP equals or exceeds $0.20 (subject to adjustment for forward and reverse stock splits,
recapitalizations and the like).


 



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5.2           Right
to Convert. Notwithstanding the foregoing, the Holder may elect to convert the outstanding
principal amount of the Note subject to an Optional Redemption Notice pursuant to Article II at any time prior to actual payment
in cash for any redemption under this Section 6 by the delivery of an irrevocable Notice of Conversion to the Company.


 



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5.3          Mandatory
Redemption


 


(a)          Occurrence
of Mandatory Redemptions. Upon the occurrence of a Subsequent Placement, as defined in the Purchase Agreement, the Company
shall use 40% of the gross proceeds of such Subsequent Placement (the “Net Proceeds”) to redeem this
Note and all other then outstanding Notes in the manner and in such amounts as are set forth herein and therein (each being a “Mandatory
Redemption”) (as applicable).


 


(b)          Mandatory
Notices. With respect to each Mandatory Redemption Event, the Company shall deliver a written notice by confirmed facsimile
and overnight courier (with next day delivery specified) to all, but not less than all, of the holders of Notes (the “Mandatory
Redemption Notice” and the date such notice is delivered to all such holders is referred to as the “Mandatory
Redemption Notice Date”) (a) stating the date on which the applicable Mandatory Redemption shall occur (the “Mandatory
Redemption Date”), which date shall be three (3) Business Days following such Mandatory Redemption Event, (b) stating
the amount of Net Proceeds with respect to such Mandatory Redemption Event and (c) contain a certification from the Chief Executive
Officer of the Company that the Company has simultaneously taken the same action with respect to all of the Notes. The applicable
Mandatory Redemption Notice shall be delivered no later than the first (1st) Business Day following such Mandatory Redemption
Event, and the Company shall make a public announcement containing the information set forth in such Mandatory Redemption Notice
on or before the applicable Mandatory Redemption Notice Date to the extent that the notice contains any, or constitutes, material,
non-public information.


 



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(c)          Calculation
and Payment of Mandatory Redemption Price. The amount to be paid to the Holder under this Section 5.3 in respect of this Note
with respect to each Mandatory Redemption Event shall be calculated on the applicable Mandatory Redemption Date and shall be equal
to the sum of (i) such Principal Amount under this Note and (ii) all other amounts due and payable with respect to such Principal
Amount and interest as of the applicable Mandatory Redemption, such that after the payment of such sum of (i) and (ii) above to
the Holder in respect of such Mandatory Redemption Event and the payment of the applicable Mandatory Redemption Prices (as defined
in the other Notes) under all the other then-outstanding Notes in respect of such Mandatory Redemption Event, with the payment
of such amounts hereunder and thereunder being made pro rata on the basis of then-outstanding Principal Amounts hereunder and thereunder,
all Net Proceeds shall be utilized in respect of such Mandatory Redemption Event under this Note and all other then-outstanding
Notes (it being understood and agreed that for purposes of such calculation any Notes, including without limitation, this Note,
as to which a Void Election (as defined herein and in the other Notes) has been made in respect of such Mandatory Redemption Event
shall be treated as if not outstanding for purposes of such calculation) (such amount to be so paid to the Holder as calculated
in accordance with the foregoing shall be referred to here the “Mandatory Redemption Price”). The Company
shall deliver the applicable Mandatory Redemption Price to the Holder in cash by wire transfer of immediately available funds on
the applicable Mandatory Redemption Date, together with a written notice containing the calculation of such Mandatory Redemption
Price that specifies each amount under clauses (i) and (ii) above. Upon receipt of the applicable Mandatory Redemption Price by
the Holder, such Mandatory Redemption Price shall be applied to the principal and other items set forth in clauses (i) and (ii)
above in accordance with such required calculation. To the extent redemptions required by this Section 5.3 are deemed or determined
by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary
prepayments. Notwithstanding anything to the contrary in this Section 5.3, but subject to Section 2.3, until the applicable Mandatory
Redemption Price is paid in full, the principal amount subject to redemption under this Section 5.3 may be converted, in whole
or in part, by the Holder into Common Stock pursuant to Section 2. In the event of the Company’s redemption of any portion
of this Note under this Section 5.3, the Holder’s damages would be uncertain and difficult to estimate because of the parties’
inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity
for the Holder. Accordingly, any redemption premium due under this Section 5.3 is intended by the parties to be, and shall be deemed,
a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. In the event that the
Company does not pay the applicable Mandatory Redemption Price to the Holder on the Mandatory Redemption Date, at any time thereafter
and until the Company pays such unpaid Mandatory Redemption Price in full, the Holder shall have the option, in lieu of redemption,
to require the Company to promptly return to the Holder all or any portion of this Note representing the principal amount subject
to redemption and for which the applicable Mandatory Redemption Price has not been paid. Upon the Company’s receipt of such
notice, (x) the applicable Mandatory Redemption Notice shall be null and void with respect to the principal amount subject thereto
and (y) the Company shall immediately return this Note to the Holder. Notwithstanding anything contained in this Section 5.3 to
the contrary, if the Registration Statement ceases to be effective (or the prospectus contained therein ceases to be available
for use) or any of the Conversion Shares under any of the Notes are not eligible for resale under Rule 144 (without volume limitations
or manner of sale restriction) on any day during the period commencing on the applicable Mandatory Redemption Notice Date and ending
on the date on which the applicable Mandatory Redemption Price is paid in full in cash to the Holder, then the Holder may void
the applicable Mandatory Redemption contemplated by such Mandatory Redemption Notice by delivering written notice to the Company
thereof prior to the later of the applicable Mandatory Redemption Date and payment in full of the applicable Mandatory Redemption
Price (such election by the Holder is referred to herein as a “Void Election”).


 



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Article
VI

UNSECURED NOTE


 


6.1           Unsecured
Note. Note is an unsecured obligation of the Borrower.


 


Article
VII

MISCELLANEOUS


 


7.1           Failure
or Indulgence Not Waiver. No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise available.


 


7.2           Notices.
All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing
and either faxed, mailed or delivered to each party at the respective addresses of the parties as set forth in the Purchase Agreement
or at such other address or facsimile number as a party shall furnished to the other party in writing. All such notices and communications
shall be effective (a) when sent by Federal Express or other overnight service of recognized standing on the Trading Day following
the deposit with such service; (b) when mailed, by registered or certified mail, first class postage prepaid and addressed as
aforesaid through the United States Postal Service, upon receipt; (c) when delivered by hand, upon delivery; and/or (d) when faxed,
upon confirmation of receipt.


 



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7.3           Amendment
Provision. No provision of this Note may be modified or amended without the prior written consent of holders of a majority
of the principal amount of the Notes then outstanding and any amendment to any provision of any of the Notes made in conformity
with the provisions of this Section 7.3 (and such corresponding provision set forth in such other Notes) shall be binding on all
holders of Notes. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument
as originally executed, or if later amended or supplemented, then as so amended or supplemented.


 


7.4           Assignability.
Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors
and assigns.


 


7.5           Cost
of Collection. If default is made in the payment of Note, Borrower shall pay the Holder hereof reasonable costs of collection,
including reasonable attorneys’ fees.


 


7.6           Governing
Law. Note shall be governed by and construed in accordance with the laws of the State of New York, including, but not limited
to, New York statutes of limitations. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the civil or state courts of New York or in the federal courts located in the State
and county of New York. Both parties and the individual signing this Agreement on behalf of the Borrower agree to submit to the
jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s
fees and costs. In the event that any provision of Note is invalid or unenforceable under any applicable statute or rule of law,
then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
to such statute or rule of law. Any such provision, which may prove invalid or unenforceable under any law, shall not affect the
validity or unenforceability of any other provision of Note. Nothing contained herein shall be deemed or operate to preclude the
Holder from bringing suit or taking other legal action against the Borrower in any other jurisdiction to collect on the Borrower’s
obligations to Holder, or to enforce a judgment or other decision in favor of the Holder. This Note shall be deemed an unconditional
obligation of Borrower for the payment of money and, without limitation to any other remedies of Holder, may be enforced against
Borrower by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar rule or statute
in the jurisdiction where enforcement is sought. For purposes of such rule or statute, any other document or agreement to which
Holder and Borrower are parties or which Borrower delivered to Holder, which may be convenient or necessary to determine Holder’s
rights hereunder or Borrower’s obligations to Holder are deemed a part of Note, whether or not such other document or agreement
was delivered together herewith or was executed apart from Note.


 



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7.7           Construction.
Each party acknowledges that its legal counsel participated in the preparation of Note and, therefore, stipulates that the rule
of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of Note
to favor any party against the other.


 


7.8           Shareholder
Status. The Holder shall not have rights as a shareholder of the Borrower with respect to unconverted portions of Note. However,
the Holder will have the rights of a shareholder of the Borrower with respect to the Shares of Common Stock to be received after
delivery by the Holder of a Conversion Notice to the Borrower.


 


7.9           Non-Business
Days. Whenever any payment or any action to be made shall be due on a Saturday, Sunday or a public holiday under the laws
of the State of New York, such payment may be due or action shall be required on the next succeeding Trading Day and, for such
payment, such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.


 


[SIGNATURES ON THE
FOLLOWING PAGE]


 



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IN WITNESS WHEREOF,
Borrower has caused Note to be signed in its name by an authorized officer as of the ____ day of May 2012.


 


	 	ADVAXIS, INC.
	 	 	 
	 	By:	 
	 	 	Name: Thomas A. Moore
	 	 	Title: Chairman/ CEO


 


	WITNESS:	 
	 	 
	 	 


 



    	 



    	 



    

 


NOTICE OF CONVERSION


 


(To be executed by the Registered Holder
in order to convert the Note)


 


The undersigned hereby
elects to convert $_________ of the principal amount and $_________ of the interest due, if any, on the Note issued by ADVAXIS,
INC. on _____________, 2012 into shares of common stock of ADVAXIS, INC. (the “Borrower”) according to the conditions
set forth in such Note, as of the date written below.


 


Date of Conversion: _____________________________________________________________


 


Conversion Price: _______________________________________________________________


 


Number of Shares of Common Stock Beneficially Owned on the Conversion
Date: Less than 5% of the outstanding Common Stock: ___________________________________________


 


Shares to Be Delivered: _________________________________________________________


 


Notwithstanding anything to the contrary
contained herein, this Conversion Notice shall constitute a representation by the Holder of the Note submitting this Conversion
Notice that, after giving effect to the conversion provided for in this Conversion Notice, such Holder (together with its affiliates)
will not have beneficial ownership (together with the beneficial ownership of such person's affiliates) of a number of shares Common
Stock which exceeds the Maximum Percentage (as defined in the Note) of the total outstanding shares Common Stock of the Company
as determined pursuant to the provisions of Section 2.3 of the Note.


 


Signature: _____________________________________________________________________


 


Print Name:  ___________________


 


Address:        _________________________


 


_________________________