Exhibit 4.1


 





 


NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE 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 REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. 


 


	 	Right to Purchase [__] shares of Common Stock of

Advaxis, Inc. (subject to adjustment as provided

herein)




 


FORM OF COMMON STOCK PURCHASE WARRANT


 


No. 2012-05[__]


Issue Date: May [__], 2012


 


ADVAXIS, INC., a corporation
organized under the laws of the State of Delaware (the “Company”), hereby certifies that, for value received,
[__]. or its assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase
from the Company at any time after the Issue Date until 5:00 p.m., E.S.T on [INSERT DATE THAT IS ONE YEAR FOLLOWING THE EXPIRATION
DATE OF THE ORIGINAL WARRANT] (the “Expiration Date”), up to [__] ([__]) fully paid and non-assessable
shares of Common Stock at a per share purchase price of $0.15, subject to adjustment hereunder.  The aforedescribed
purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the “Exercise
Price.”  The number and character of such shares of Common Stock and the Exercise Price are subject to
adjustment as provided herein. The Company may reduce the Exercise Price for some or all of the Warrants, temporarily or permanently.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Exchange Agreement, dated
as of May [__], 2012, entered into by the Company and the initial Holder (as amended from time to time, the “Exchange
Agreement”).


 


As used herein the
following terms, unless the context otherwise requires, have the following respective meanings:


 


(a)          The
term “Company” shall include Advaxis, Inc. and any corporation, which shall succeed or assume the obligations
of Advaxis, Inc. hereunder.


 


(b)          The
term “Common Stock” means (a) the Company’s Common Stock, $0.001 par value per share, as authorized
on the date of the Exchange Agreement and (b) any other securities into which or for which any of the securities described in (a)
may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.


 



    	 



    	 



    
 


(c)          The
term “Other Securities” refers to any shares of capital stock other than Common Stock and other securities
of the Company or any other person, corporate or otherwise, which the Holder of the Warrant at any time shall be entitled to receive,
or shall have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be
issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4
or otherwise.


 


(d)          The
term “Trading Day” means any day on which the Common Stock is traded on the principal securities exchange
or securities market on which the Common Stock is then traded, provided that “Trading Day” shall not include any day
on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock
is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate
in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time)
unless such day is otherwise designated as a Trading Day in writing by the Holder.


 


(e)          The
term “Warrant Shares” shall mean the Common Stock issuable upon exercise of this Warrant.


 


1.           Exercise
of Warrant.


 


1.1.          Number
of Shares Issuable upon Exercise.    From and after the Issue Date through and including the Expiration Date,
the Holder hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2
or upon exercise of this Warrant in part in accordance with subsection 1.3 shares of Common Stock of the Company, subject
to adjustment pursuant to Section 4.


 


1.2.          Full
Exercise.    This Warrant may be exercised in whole by the Holder hereof by delivery of an original or facsimile
copy of the form of subscription attached as Exhibit A hereto (the “Subscription Form”)
duly executed by such Holder. Within one (1) Trading Day following the date of exercise, the Holder shall deliver payment, in
cash, wire transfer or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying
the number of shares of Common Stock for which this Warrant is then exercisable by the Exercise Price then in effect unless such
exercise was made pursuant to a valid Cashless Exercise (as defined in Section 2 below) as specified by the Holder on the applicable
Subscription Form. The original Warrant is not required to be surrendered to the Company until it has been fully exercised.


 



    	2



    	 



    
 


1.3.          Partial
Exercise.    This Warrant may be exercised in part (but not for a fractional share) by delivery of a Subscription
Form in the manner and at the place provided in subsection 1.2 except that the cash amount payable by the Holder on such
partial exercise (except to the extent such exercise was made pursuant to a valid Cashless Exercise) shall be the amount obtained
by multiplying (a) the number of whole shares of Common Stock designated by the Holder in the Subscription Form by (b) the
Exercise Price then in effect. On any such partial exercise, provided the Holder has surrendered the original Warrant, the Company,
at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant of like tenor, in the
name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, the whole
number of shares of Common Stock for which such Warrant may still be exercised for the balance of.


 


1.4.          Fair
Market Value.     Fair Market Value of a share of Common Stock as of a particular date (the “Determination
Date”) shall mean:


 


(a)          If
the Company’s Common Stock is listed on a national securities exchange, then the closing or last sale price, respectively,
reported for the trading day immediately preceding but not including the Determination Date;


 


(b)          If
the Company’s Common Stock is not listed on a national securities exchange but is quoted in the over-the-counter market or
the “pink-sheets,” then the closing bid price reported immediately preceding but not including the Determination Date;


 


(c)          Except
as provided in clause (d) below and Section 3.1, if the Company’s Common Stock is not publicly traded, then as the Holder
and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the
American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training
to pass on the matter to be decided; or


 


(d)          If
the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company’s certificate of incorporation (as amended and/or restated from time to time, the “Charter”),
then all amounts to be payable per share to holders of the Common Stock pursuant to the Charter in the event of such liquidation,
dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the
Charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of
all of the Warrants are outstanding at the Determination Date.


 


1.5.          Company
Acknowledgment.    The Company will, at the time of the exercise of the Warrant, upon the request of the Holder
hereof, acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue
to be entitled after such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company to afford to such Holder any such rights.


 


1.6.          Trustee
for Warrant Holders.   In the event that a bank or trust company shall have been appointed as trustee
for the Holder of the Warrants pursuant to Subsection 3.2, such bank or trust company shall have all the powers and duties
of a warrant agent (as hereinafter described) and shall accept, in its own name for the account of the Company or such successor
person as may be entitled thereto, all amounts otherwise payable to the Company or such successor, as the case may be, on exercise
of this Warrant pursuant to this Section 1.


 



    	3



    	 



    
 


1.7.          Delivery
of Stock Certificates, etc. on Exercise.   The Company agrees that the shares of Common Stock purchased upon
exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close
of business on the date on which delivery of a Subscription Form shall have occurred and payment made for such shares as aforesaid.
As soon as practicable after the exercise of this Warrant in whole or in part, the Company at its expense (including the payment
by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder hereof, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate
or certificates for the number of duly and validly issued, fully paid and non-assessable shares of Common Stock (or Other Securities)
to which such Holder shall be entitled on such exercise. Certificates for shares purchased hereunder 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 (“DTC”) 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 Warrant Shares to, or
resale of the Warrant 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 Subscription
Form by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Subscription Form,
(B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (including by
cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). No fractional shares
of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued
shall be rounded to the nearest whole number. Upon delivery of a Subscription Form, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing
such Warrant Shares (as the case may be). Notwithstanding the foregoing, except in the case where an exercise of this Warrant
is validly made pursuant to a Cashless Exercise, the Company’s failure to deliver Warrant Shares to the Holder on or prior
to the second (2nd) Trading Day after the Company’s receipt of the aggregate Exercise Price in cash shall not be deemed
to be a breach of this Warrant.


 



    	4



    	 



    
 


1.8.          Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to cause the Company’s transfer agent to transmit to the Holder a certificate or the certificates representing
the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required
by its broker 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 Warrant Shares which the Holder anticipated receiving
upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if
any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock
so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver
to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase
obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number
of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to
the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and
delivery obligations hereunder (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 exercise of shares of Common
Stock with an aggregate sale price giving rise to such purchase obligation 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.


 


1.9.          Rescission
Rights. If the Company fails to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant
to exercise by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


2.           Exercise.
Payment upon exercise may be made at the option of the Holder either (i) in cash, wire transfer or by certified or official bank
check payable to the order of the Company equal to the applicable aggregate Exercise Price or (ii) if at the time of exercise
hereof a registration statement is not effective (or the prospectus contained therein is not available for use) for the resale
by the Holder of the Warrant Shares issuable in such exercise of this Warrant, then the Holder may, in its sole discretion, exercise
this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon
such exercise in payment of the Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares
of Common Stock determined according to the following formula (a “Cashless Exercise”):


 


Net Number = (A
x B) - (A x C)


 


                                    B


 


For purposes of the
foregoing formula:


 


A= the total number of shares with
respect to which this Warrant is then being exercised.


 


B= the Fair Market Value of the Common Stock as of the
close of business of the Trading Day immediately preceding the date of the applicable Subscription Form.


 



    	5



    	 



    
 


C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


For purposes of Rule
144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares
issued in said for a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant
Shares shall be deemed to have commenced, on the date of issuance of the Original Securities (as defined in the Exchange Agreement).


 


3.           Adjustment
for Reorganization, Consolidation, Merger, etc.


 


3.1.          Fundamental
Transaction.    If, at any time while this Warrant is outstanding, (A) the Company effects any merger or consolidation
of the Company with or into another entity, (B) the Company effects any sale of all or substantially all of its assets in one
or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another entity) is completed
pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property,
or (D) the Company effects any reclassification 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 (each, a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would
have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, 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 upon or as a result of such merger, consolidation
or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately
prior to such event. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted
to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the Exercise 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 exercise of this Warrant following such
Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving
entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing
the Holder’s right to exercise such warrant into Alternate Consideration. The terms of any agreement pursuant to which a
Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions
of this Section 3.1 and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent
transaction analogous to a Fundamental Transaction.


 



    	6



    	 



    
 


3.2.          [INTENTIONALLY
OMITTED.]


 


3.3.          Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon
exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including
by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification
of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately
after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the
aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3.3 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.


 


3.4.          Dissolution.
In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to be delivered the stock and other securities and
property (including cash, where applicable) receivable by the Holder of the Warrants after the effective date of such dissolution
pursuant to this Section 3 to a bank or trust company (a “Trustee”) having its principal office
in New York, NY, as trustee for the Holder of the Warrants. Such property shall be delivered only upon payment of the Warrant
exercise price.


 


3.5.          Continuation
of Terms.     Upon any reorganization, consolidation, merger or transfer (and any dissolution following
any transfer) referred to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall
be applicable to the Other Securities and property receivable on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding
upon the issuer of any Other Securities, including, in the case of any such transfer, the person acquiring all or substantially
all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant
as provided in Section 4. In the event this Warrant does not continue in full force and effect after the consummation of
the transaction described in this Section 3, then only in such event will the Company’s securities and property (including
cash, where applicable) receivable by the Holder of the Warrants be delivered to the Trustee as contemplated by Section 3.2.


 



    	7



    	 



    
 


4.          Reservation
of Stock, etc. Issuable on Exercise of Warrant; Financial Statements. The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants, sufficient shares of Common Stock (or Other Securities) from
time to time issuable on the exercise of the Warrant. This Warrant entitles the Holder hereof to receive copies of all financial
and other information distributed or required to be distributed to the holders of the Company’s Common Stock.


 


5.          Assignment;
Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby,
may be transferred by any registered Holder hereof (a “Transferor”). On the surrender for exchange of
this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor
Endorsement Form”) and together with an opinion of counsel reasonably satisfactory to the Company that the transfer
of this Warrant will be in compliance with applicable securities laws, the Company will issue and deliver to or on the order of
the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified
in such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.


 


6.          Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or
security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation
of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


7.          Limitations
on Exercise. Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by
the Holder hereof 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 Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable
securities owned by the Holder) and of which such securities shall be exercisable (as among all such 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 exercise this Warrant pursuant to this paragraph shall have any
effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability.
For the 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 Exchange
Act of 1934, as amended (the “1934 Act”) 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 Warrant.
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 and 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 Warrant or securities issued pursuant to the Exchange Agreement.


 



    	8



    	 



    
 


8.          Transfer
on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat the registered
Holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 


9.          Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a Trading Day during normal business hours where such notice
is to be received), or the first Trading Day following such delivery (if delivered other than on a Trading Day during normal business
hours where such notice is to be received) or (b) on the second Trading Day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be as set forth in the Exchange Agreement or such other address as a party designates to the other party
in writing.


 


10.         Law
Governing This Warrant. This Warrant shall be governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Warrant shall be brought only in the state courts of New York or in the federal courts located in the state
and county of New York. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non-conveniens.
The Company and Holder waive trial by jury. In the event that any provision of this Warrant or any other agreement delivered in
connection herewith 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 enforceability of
any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process
being served in any suit, action or proceeding in connection with this Warrant by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 



    	9



    	 



    
 


11.         Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be adequate.


 


[SIGNATURES
ON THE FOLLOWING PAGE]


 



    	10



    	 



    

 


IN WITNESS WHEREOF,
the Company has executed this Warrant as of the date first written above.


 


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




 



    	11



    	 



    

 





 


Exhibit A


 


FORM OF SUBSCRIPTION


(to be signed only on exercise of Warrant)


 


TO:  ADVAXIS, INC.


 


The undersigned, pursuant to the provisions
set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):


 


___        ________
shares of the Common Stock covered by such Warrant; or


 


___        the
maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2.


 


The undersigned herewith makes payment
of the full purchase price for such shares at the price per share provided for in such Warrant, which is $______. Such payment
takes the form of (check applicable box or boxes):


 


___         $__________
in lawful money of the United States; and/or


 


___        the
cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock


 


___         the
cancellation of such number of shares of Common Stock as is necessary to exercise this Warrant with respect to the maximum number
of shares of Common Stock purchasable pursuant to the exercise procedure set forth herein.


 


The undersigned requests that the
certificates for such shares be issued in the name of, and delivered to ___________________ whose address is
______________________________


 


Notwithstanding anything to the contrary
contained herein, this Subscription Form shall constitute a representation by the Holder of the Warrant submitting this Subscription
Form that, after giving effect to the exercise provided for in this Subscription Form, 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 Warrant) of the total outstanding shares Common Stock of the Company
as determined pursuant to the provisions of Section 7 of the Warrant.


 






    	12



    	 



    
 


The undersigned represents and warrants
that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant
to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”),
or pursuant to an exemption from registration under the Securities Act.


 


	Dated:	 	 	 


 


 



    	13



    	 



    

 


Exhibit B


 


FORM OF TRANSFEROR ENDORSEMENT


(To be signed only on transfer of Warrant)


 


For value received,
the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees”
the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of ADVAXIS, INC. to
which the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on
the books of ADVAXIS, INC. with full power of substitution in the premises.


 


	Transferees	Percentage Transferred	Number Transferred
	 	 	 


 


	Dated:                     ,                             	 	 
	 	 	(Signature must conform to name of Holder
	Signed in the presence of:	 	as specified on the face of the warrant)
	 	 	 
	 	 	 
	(Name)	 	 
	 	 	(address)
	ACCEPTED AND AGREED:	 	 
	[TRANSFEREE]	 	 
	 	 	 
	 	 	 
	 	 	(address)
	(Name)	 	 


 



    	14