Exhibit 10.4


 


FORM OF REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made and entered into as of May __, 2012, between Advaxis, Inc.,
a Delaware corporation (the “Company”), and each of the several investors signatory hereto (each such
purchaser, a “Investor” and, collectively, the “Investors”).


 


In connection with
the Note Purchase Agreement, dated as of May __, 2012, entered into by the Company and the Investors (the “Note Purchase
Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Note Purchase Agreement,
to issue and sell to each Investor (i) notes of the Company (the "Notes"), which will, among other things,
be convertible into shares of the Company's common stock, $0.001 par value per share (the "Common Stock",
as converted, the "Conversion Shares") in accordance with the terms of the Notes, and (ii) certain warrants
(collectively, the “Warrants”) which will be exercisable to purchase Common Stock (the “Warrant
Shares”) in accordance with the terms of the Warrants.


 


To induce the Investors
to consummate the transactions contemplated by the Note Purchase Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute
(collectively, the “1933 Act”), and applicable state securities laws.


 


The Company and each
Investor hereby agrees as follows:


 


Section
1.          Definitions. Capitalized terms used and not otherwise
defined herein that are defined in the Note Purchase Agreement shall have the meanings given such terms in the Note Purchase Agreement.
As used in this Agreement, the following terms shall have the following meanings:


 


“Agreement”
shall have the meaning set forth in the Preamble.


 


“Company”
shall have the meaning set forth in the Preamble.


 


“Cut
Back Shares” shall have the meaning set forth in Section 2.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Liquidated
Damages” shall have the meaning set forth in Section 5.


 


“Non-Registration
Event” shall have the meaning set forth in Section 5.


 



    	 



    	 



    

 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the SEC pursuant to the 1933 Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements
to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated
by reference in such Prospectus.


 


“Investor”
and “Investors” shall have the meaning set forth in the Preamble.


 


“Required
Effectiveness Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the
90th calendar day following the date hereof (or the 120th calendar day after the date of hereof in the event that such
Registration Statement is subject to a limited or full review by the SEC) and with respect to any additional Registration Statements
which may be required pursuant to Section 2, the 90th calendar day following the date on which an additional Registration Statement
is required to be filed hereunder (or the 120th calendar day following the date on which an additional Registration
Statement is required to be filed hereunder in the event that such Registration Statement is subject to a limited or full review
by the SEC).


 


“Required
Filing Date” means, with respect to the Initial Registration Statement required hereunder, the 30th business
day following the date hereof and, with respect to any additional Registration Statements which may be required pursuant to Section
2, the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement
related to the Registrable Securities.


 


“Registrable
Securities” means, as of any date of determination, (a) all Conversion Shares then issuable upon conversion in full
of the Notes (assuming on such date the Notes are converted in full without regard to any conversion limitations therein), (b)
all Warrant Shares then issuable upon exercise of the Warrants (assuming on such date the Warrants are exercised in full without
regard to any exercise limitations therein), and (c) any securities issued or then issuable upon any stock split, dividend or other
distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities
shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another,
Registration Statement hereunder with respect thereto) for so long as (x) a Registration Statement with respect to the sale of
such Registrable Securities is declared effective by the SEC under the 1933 Act and such Registrable Securities have been disposed
of by the Holder in accordance with such effective Registration Statement, (y) such Registrable Securities have been previously
sold in accordance with Rule 144, or (z) such securities become eligible for resale pursuant to Rule 144 (assuming that such securities
and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued
or are issuable, were at no time held by any Affiliate of the Company, and all Warrants are exercised by “cashless exercise”
as provided in the Warrants), as reasonably determined by the Company, upon the advice of counsel to the Company.


 


“Registration
Expenses” has the meaning set forth in Section 6.


 



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“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2, including (in each
case) the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such
registration statement.


 


“Restriction
Termination Date” shall have the meaning set forth in Section 2.


 


“Rule
415” means Rule 415 promulgated by the SEC pursuant to the 1933 Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as
such Rule.


 


“SEC”
means the Securities and Exchange Commission.


 


“SEC
Restrictions” shall have the meaning set forth in Section 2.


 


“Note
Purchase Agreement” shall have the meaning set forth in the Preamble.


 


Section
2.          Registration Statement Requirements. The Company shall
file with the SEC a Form S-1 registration statement (or such other form that it is eligible to use) in order to register all or
such portion of the Registrable Securities as permitted by the SEC (provided that the Company shall use diligent efforts to advocate
with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415 for resale and distribution under
the 1933 Act on or before the Required Filing Date and use its commercially reasonable efforts to cause the Registration Statement
to be declared effective by the Required Effectiveness Date. The Company will register not less than all of the Registrable Securities.
In the event that the Company is required by the SEC to cutback the number of shares being registered in the Registration Statement
pursuant to Rule 415, then the Company shall reduce the Registrable Securities pro rata, and unless otherwise directed in
writing by the Investor as to its Registrable Securities, the number of Registrable Securities and other securities to be registered
on such Registration Statement will first be reduced by securities included in such Registration Statement that are not Registrable
Securities, second by the Registrable Securities represented by Conversion Shares and third by the Registrable Securities represented
by Warrant Shares. Notwithstanding anything to the contrary contained in this Section 2, if the Company receives comments from
the SEC with respect to the Registration Statement, and following discussions with and responses to the SEC in which the Company
uses its commercially reasonable efforts and time to cause as many Registrable Securities for as many Investors as possible to
be included in the Registration Statement filed pursuant to Section 2 without characterizing any Investor as an underwriter, the
Company is unable to cause the inclusion of all Registrable Securities in such Registration Statement, then the Company may, following
not less than one (1) Trading Day prior written notice to the Investors, (x) remove from the Registration Statement such Registrable
Securities (the “Cut Back Shares”) and/or (y) agree to such restrictions and limitations on the registration
and resale of the Registrable Securities, in each case as the SEC may require in order for the SEC to allow such Registration Statement
to become effective (collectively, the “SEC Restrictions”). Unless the SEC Restrictions otherwise require,
any cut-back imposed pursuant to this Section 2 shall be allocated among the Registrable Securities of the Investors on a pro
rata basis. No liquidated damages under Section 5 shall accrue on or as to any Cut Back Shares, and the Required Effectiveness
Date with respect to such additional Registration Statement including the Cutback Shares will be tolled, until such time as the
Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction
Termination Date”). From and after the Restriction Termination Date, all provisions of this Section 2 (including,
without limitation, the liquidated damages provisions, subject to tolling as provided above) shall again be applicable to the Cut
Back Shares (which, for avoidance of doubt, retain their character as Registrable Securities) so that the Company will be required
to file with and cause to be declared effective by the SEC such additional Registration Statements in the time frames set forth
herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities (if such
Registrable Securities cannot at such time be resold by the Investors thereof pursuant to Rule 144).


 



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Section
3.          Registration Procedures. If and whenever the Company
is required by the provisions of Section 2 to effect the registration of any Registrable Securities under the 1933 Act, the Company
will, as expeditiously as possible:


 


(a)          subject
to the timelines provided in this Agreement, prepare and file the Registration Statement with the SEC, with respect to such Registrable
Securities and use its commercially reasonable efforts to cause such Registration Statement to become and remain effective for
the period of the distribution contemplated thereby (determined as herein provided), respond as promptly as commercially practicable
to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and file any pre-effective
amendments with respect to a Registration Statement as promptly as reasonable possible, and promptly provide to Investors copies
of all filings and SEC letters of comment (provided that the Company shall excise any information contained therein which would
constitute material non-public information regarding the Company or any subsidiary) and notify the Investors (by telecopier or
by e-mail addresses provided by the Investors) on or before the second business day thereafter that the Company receives notice
that (i) the SEC has no comments or no further comments on the registration statement, and (ii) the registration statement has
been declared effective;


 


(b)          prepare
and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith
as may be necessary to keep such Registration Statement effective until such Registration Statement has been effective for a period
of six months (“Effectiveness Period”) and prepare and file with the SEC such additional Registration
Statements as may be required hereunder and to keep each additional Registration Statement effective for the Effectiveness Period;


 


(c)          furnish
to the Investors such number of copies of the Registration Statement and the prospectus included therein (including each preliminary
prospectus) as such Investors reasonably may request in order to facilitate the public sale or their disposition of the securities
covered by such Registration Statement or make them electronically available;


 


(d)          use
its commercially reasonable efforts to register or qualify the Registrable Securities covered by such Registration Statement under
the securities or “blue sky” laws of such jurisdictions as the Investors shall request in writing, provided, however,
that the Company shall not for any such purpose be required to qualify to transact business as a foreign corporation in any jurisdiction
where it is not so qualified or to consent to service of process in any such jurisdiction;


 






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(e)          list
the Registrable Securities covered by such Registration Statement with the principal market or exchange on which the Common Stock
is then listed;


 


(f)          promptly
notify the Investors of the Company’s becoming aware that a prospectus relating thereto is required to be delivered under
the 1933 Act, of the happening of any event or passage of time of which the Company has knowledge as a result of which the prospectus
contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances
then existing or the financial statements included therein ineligible for inclusion or which becomes subject to a SEC, state or
other governmental order suspending the effectiveness of the Registration Statement covering any of the Registrable Securities.
Each Investor hereby covenants that it will not sell any Registrable Securities pursuant to such prospectus during the period commencing
at the time at which the Company gives such Investor notice of the suspension of the use of such prospectus in accordance with
this Section 3(f) and ending at the time the Company gives such Investor notice that such Investor may thereafter effect sales
pursuant to the prospectus, or until the Company delivers to such Investor or files with the SEC an amended or supplemented prospectus.


 


(g)          The
Company shall cooperate with any broker-dealer through which an Investor proposes to resell its Registrable Securities in effecting
a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such Investor, and the
Company shall pay the filing fee required by such filing within two (2) business days of request therefor.


 


Section
4.          Provision of Documents. It shall be a condition precedent
to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities
of a particular Investor that such Investor shall furnish to the Company the completed form of the Selling Securityholder Questionnaire
attached hereto as Annex A and any other customary documents that the Company may reasonably request to assure compliance
with federal and applicable state securities laws.


 


Section
5.          Non-Registration Events. The Company and the Investors
agree that the Investors will suffer damages if the Registration Statement is not filed by the 10th calendar day following
the Required Filing Date and not declared effective by the SEC by the Required Effectiveness Date or if, after it is declared effective,
its effectiveness is not maintained in the manner and within the time periods contemplated by Section 2 hereof, and it would not
be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed
on or before the Required Filing Date, (B) the Registration Statement is not declared effective on or before the Required Effectiveness
Date, or (C) any Registration Statement described in Section 2 is declared effective but shall thereafter cease to be effective
for a period of time which shall exceed forty (40) days in the aggregate per year (defined as a period of 365 days commencing on
the date the Registration Statement is declared effective) (each such event, a “Non-Registration Event”),
then the Company shall deliver to the Investors, as liquidated damages (“Liquidated Damages”), an amount
equal to one percent (1.0%) of the aggregate purchase price paid by such Investor pursuant to the Note Purchase Agreement for any
unregistered Registrable Securities then held by such Holder and for each subsequent thirty (30) day period (pro rata for
any period less than thirty days) which are subject to such Non-Registration Event. The maximum aggregate Liquidated Damages payable
to the Investor under this Agreement shall be six percent (6.0%) of the aggregate purchase price paid by such Investor pursuant
to the Note Purchase Agreement. The Company must pay the Liquidated Damages in cash. In the event a Registration Statement is filed
by the Required Filing Date but is withdrawn prior to being declared effective by the SEC, then such Registration Statement will
be deemed to have not been filed.


 



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Section
6.          Expenses. All expenses incurred by the Company in complying
with Section 2, including, without limitation, all registration and filing fees, printing expenses (if required), fees and disbursements
of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in
connection with complying with state securities or “blue sky” laws, fees of the Financial Industry Regulatory Authority,
Inc. (“FINRA”) in connection with any filing with FINRA pursuant to FINRA Rule 5110 that may be required
to be made by any broker through which an Investor intends to make sales of Registrable Securities, transfer taxes, and fees of
transfer agents and registrars, are called “Registration Expenses.” The Company will pay all Registration
Expenses in connection with any Registration Statement described in Section 2. Each Investor shall pay the fees and expenses of
its counsel, if any, with respect hereto.


 


Section
7.          Indemnification and Contribution.


 


(a)          In
the event of a registration of any Registrable Securities under the 1933 Act pursuant to Section 2, the Company will, to the extent
permitted by law, indemnify and hold harmless the Investor, each of the officers, directors, agents, Affiliates, members, managers,
control persons, and principal shareholders of the Investor, each underwriter of such Registrable Securities thereunder and each
other person, if any, who controls such Investor or underwriter within the meaning of the 1933 Act, against any losses, claims,
damages or liabilities, joint or several, to which the Investor, or such underwriter or controlling person may become subject under
the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon (1) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement
under which such Registrable Securities was registered under the 1933 Act pursuant to Section 2, any preliminary prospectus or
final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances when made, and (2) any violation or alleged violation by the Company of the 1933 Act, the Exchange
Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of the Company’s
obligations under this Agreement and will, subject to the provisions of Section 7(c), reimburse the Investor, each such underwriter
and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Investor
to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus
if (i) the Investor failed to send or deliver a copy of the final prospectus delivered by the Company to the Investor with or prior
to the delivery of written confirmation of the sale by the Investor to the person asserting the claim from which such damages arise,
(ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission,
or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission so made in conformity with information furnished by any such Investor in writing
specifically for use in such Registration Statement or prospectus.


 



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(b)          In
the event of a registration of any of the Registrable Securities under the 1933 Act pursuant to Section 2, each Investor severally
but not jointly will, to the extent permitted by law, indemnify and hold harmless the Company, and each person, if any, who controls
the Company within the meaning of the 1933 Act, each officer of the Company who signs the Registration Statement, each director
of the Company, each underwriter and each person who controls any underwriter within the meaning of the 1933 Act, against all losses,
claims, damages or liabilities, joint or several, to which the Company or such officer, director, underwriter or controlling person
may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the
Registration Statement under which such Registrable Securities were registered under the 1933 Act pursuant to Section 2, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Company and each such officer, director, underwriter and controlling person for
any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage,
liability or action, provided, however, that the Investor will be liable hereunder in any such case if and only to the extent that
any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in reliance upon and in conformity with information pertaining to such Investor, as such, furnished in
writing to the Company by such Investor specifically for use in such Registration Statement or prospectus, and provided, further,
however, that the liability of the Investor hereunder shall be limited to the net proceeds actually received by the Investor from
the sale of Registrable Securities pursuant to such Registration Statement.


 



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(c)          Promptly
after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified
party other than under this Section and shall only relieve it from any liability which it may have to such indemnified party under
this Section, except and only if and to the extent the indemnifying party is prejudiced by such omission. In case any such action
shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election
so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this
Section for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such
action include both the indemnified party and the indemnifying party and the indemnifying party shall have reasonably concluded
that there may be reasonable defenses available to indemnified party which are different from or additional to those available
to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests
of the indemnifying party, the indemnified parties, as a group, shall have the right to select one separate counsel, reasonably
satisfactory to the indemnified and indemnifying party, and to assume such legal defenses and otherwise to participate in the defense
of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation
to be reimbursed by the indemnifying party as incurred. Subject to the terms of this Agreement, all reasonable fees and expenses
of the indemnified party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing
to defend such proceeding in a manner not inconsistent with this Section) shall be paid to the indemnified party, as incurred,
within ten business days of written notice thereof to the indemnifying party; provided, that, the Indemnified Party shall promptly
reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified
Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review)
not to be entitled to indemnification hereunder. No indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending proceeding in respect of which any indemnified party is a party, unless such settlement
includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.


 


(d)          In
order to provide for just and equitable contribution in the event of joint liability under the 1933 Act in any case in which either
(i) a Investor, or any controlling person of a Investor, makes a claim for indemnification pursuant to this Section 7 but it is
judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time
to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding
the fact that this Section 7 provides for indemnification in such case, or (ii) contribution under the 1933 Act may be required
on the part of the Investor or controlling person of the Investor in circumstances for which indemnification is not provided under
this Section 7; then, and in each such case, the Company and the Investor will contribute to the aggregate losses, claims, damages
or liabilities to which they may be subject (after contribution from others) in such proportion so that the Investor is responsible
only for the portion represented by the percentage that the public offering price of its securities offered by the Registration
Statement bears to the public offering price of all securities offered by such Registration Statement, provided, however, that,
in any such case, (y) the Investor will not be required to contribute any amount in excess of the public offering price of all
such securities sold by it pursuant to such Registration Statement; and (z) no person or entity guilty of fraudulent misrepresentation
(within the meaning of Section 10(f) of the 1933 Act) will be entitled to contribution from any person or entity who was not guilty
of such fraudulent misrepresentation and provided, further, however, that the liability of the Investor hereunder shall be limited
to the net proceeds actually received by the Investor from the sale of Registrable Securities pursuant to such Registration Statement.


 



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(e)          The
indemnity and contribution agreements contained in this Section 7 are in addition to any liability that the indemnifying parties
may have to the indemnified parties.


 


Section
8.          Miscellaneous.


 


(a)          Remedies.
In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder
or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company
and each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach
by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.


 


(b)          Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to
it in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


(c)          Piggy-Back
Registrations. If, at any time prior to the six month anniversary of the date hereof, there is not an effective Registration
Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration
statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities
to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with
the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice
of such determination and, if within fifteen days after the date of the delivery of such notice, any such Holder shall so request
in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder
requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant
to this Section 8(c) that are eligible for resale pursuant to Rule 144 promulgated by the SEC pursuant to the 1933 Act or that
are the subject of a then effective Registration Statement.


 


(d)          Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed
by the Company and the Holders of a majority more of the then outstanding Registrable Securities (including, for this purpose any
Registrable Securities issuable upon exercise or conversion of any Security). If a Registration Statement does not register all
of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number
of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall
have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the
rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given by
such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the
provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first
sentence of this Section 6(d).


 



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(e)          Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as
set forth in the Note Purchase Agreement.


 


(f)          Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations
hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may
assign their respective rights hereunder if: (i) such Holder agrees in writing with such transferee or assignee (as the case may
be) to assign all or any portion of such rights, and a copy of such agreement is furnished to the Company within a reasonable time
after such transfer or assignment (as the case may be); (ii) the Company is, within a reasonable time after such transfer or assignment
(as the case may be), furnished with written notice of (a) the name and address of such transferee or assignee (as the case may
be), and (b) the securities with respect to which such registration rights are being transferred or assigned (as the case may be);
(iii) immediately following such transfer or assignment (as the case may be) the further disposition of such securities by such
transferee or assignee (as the case may be) is restricted under the 1933 Act or applicable state securities laws if so required;
(iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence such transferee
or assignee (as the case may be) agrees in writing with the Company to be bound by all of the provisions contained herein; (v)
such transfer or assignment (as the case may be) shall have been made in accordance with the applicable requirements of the Note
Purchase Agreement, the Notes and the Warrants (as the case may be); and (vi) such transfer or assignment (as the case may be)
shall have been conducted in accordance with all applicable federal and state securities laws.


 


(g)          Execution
and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.


 


(h)          Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined
in accordance with the provisions of the Note Purchase Agreement.


 



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(i)          Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


(j)          Headings.
The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit
or affect any of the provisions hereof.


 


(k)          Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the
obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations
of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no
action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect
to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to protect and enforce its
rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder
to be joined as an additional party in any proceeding for such purpose.


 


(Signature Pages Follow)


 



    	11



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	Advaxis,
    Inc.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


 


SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 



    	 



    	 



    

 


[PURCHASER SIGNATURE PAGES TO REGISTRATION
RIGHTS AGREEMENT]


 


Name of Holder: __________________________


 


Signature of Authorized Signatory of Holder:
__________________________


 


Name of Authorized Signatory: _________________________


 


Title of Authorized Signatory: __________________________




 


[SIGNATURE PAGES CONTINUE]


 



    	 



    	 



    

 


Annex A


 


ADVAXIS, INC.


 


Selling Stockholder Notice and Questionnaire


 


The undersigned beneficial owner of common
stock (the “Registrable Securities”) of Advaxis, Inc., a Delaware corporation (the “Company”),
understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”)
a registration statement (the “Registration Statement”) for the registration and resale under Rule 415
of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance
with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this
document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set
forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.


 


Certain legal consequences arise from being
named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners
of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or
not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial owner (the “Selling
Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration
Statement.


 


The undersigned hereby provides the following
information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


1.            Name.


 


(a)          Full
Legal Name of Selling Stockholder


 


(b)          Full
Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:


 


(c)          Full
Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to
vote or dispose of the securities covered by this Questionnaire):


 


2. Address for Notices to Selling Stockholder:


 


Telephone:


 



    	 



    	 



    

 


Fax:


 


Contact Person:


 


3. Broker-Dealer Status:


 


(a)          Are
you a broker-dealer?


 


Yes • No •


 


(b)          If
“yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services
to the Company?


 


Yes • No •


 


Note: If “no”
to Section 3(b), the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


(c)          Are
you an affiliate of a broker-dealer?


 


Yes • No •


 


(d)          If
you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of
business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings,
directly or indirectly, with any person to distribute the Registrable Securities?


 


Yes • No •


 


Note: If “no”
to Section 3(d), the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


4. Beneficial Ownership of Securities of
the Company Owned by the Selling Stockholder.


 


Except as set forth below in this Item
4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable
pursuant to the Note Purchase Agreement.


 


(a)          Type
and Amount of other securities beneficially owned by the Selling Stockholder:


 


5. Relationships with the Company:


 


Except as set forth below, neither the
undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities
of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors
or affiliates) during the past three years.


 


State any exceptions here:


 



    	 



    	 



    

 


The undersigned agrees to promptly notify
the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any
time while the Registration Statement remains effective.


 


By signing below, the undersigned consents
to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information
in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands
that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement
and the related prospectus and any amendments or supplements thereto.


 


IN WITNESS WHEREOF the undersigned, by
authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized
agent.


 


		Date:	Beneficial Owner:



 


	 	By:	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 


PLEASE FAX A COPY (OR EMAIL A .PDF COPY)
OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO: