Representative’s Warrant
Agreement


 


THE REGISTERED
HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT
EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE
OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF 180 DAYS FOLLOWING THE DATE OF THE UNDERWRITING AGREEMENT (DEFINED BELOW)
TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A
BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.


 


THIS PURCHASE
WARRANT IS NOT EXERCISABLE PRIOR TO MARCH 26, 2015. VOID AFTER 5:00 P.M., EASTERN TIME, MARCH 26, 2019.


 


COMMON STOCK PURCHASE WARRANT


 


For the Purchase of ________ Shares
of Common Stock


 


of


 


ADVAXIS, INC.


 


1.Purchase Warrant.
THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of ________________ (“Holder”), as
registered owner of this Purchase Warrant, to Advaxis, Inc., a Delaware corporation (the “Company”), Holder
is entitled, at any time or from time to time from March 26, 2015 (the “Commencement Date”), and at or before
5:00 p.m., Eastern time, March 26, 2019 (the “Expiration Date”), but not thereafter, to subscribe
for, purchase and receive, in whole or in part, up to _________ shares of common stock of the Company, par value $0.001 per share
(the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day
on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding
day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company
agrees not to take any action that would terminate the Purchase Warrant. This Purchase Warrant is initially exercisable at $3.75
per Share (125% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of
any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price
per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise
Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context.


 


2.Exercise.


 


2.1Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased
payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check
or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time,
on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented
hereby shall cease and expire.


 


2.2Cashless
Exercise.  If at any time after the Commencement Date there is no effective registration statement registering, or no
current prospectus available for, the resale of the Shares by the Holder, then in lieu of exercising this Purchase Warrant by
payment of cash or check payable to the order of the Company pursuant to Section 2.1 above, Holder may elect to receive
the number of Shares equal to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender of this
Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall issue to Holder,
Shares in accordance with the following formula:


 




    	 



    	 



    



 


X
   =    Y(A-B)


A
 



 


	 	Where,	X	=	The number of Shares to be issued to Holder;
	 	 	Y	=	The number of Shares for which the Purchase
    Warrant is being exercised;
	 	 	A	=	The fair market value of one Share; and
	 	 	B	=	The Exercise Price.


 


For purposes
of this Section 2.2, the fair market value of a Share is defined as follows:


 


(i)
if the Company’s common stock is traded on a securities exchange, the value shall be deemed to be the closing price on such
exchange prior to the exercise form being submitted in connection with the exercise of the Purchase Warrant; or


 


(ii)
if the Company’s common stock is actively traded over-the-counter, the value shall be deemed to be the closing bid price
prior to the exercise form being submitted in connection with the exercise of the Purchase Warrant; if there is no active public
market, the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors.


 


2.3 Legend.
Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities
have been registered under the Securities Act of 1933, as amended (the “Act”):


 


“The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”),
or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the
Act and applicable state law which, in the opinion of counsel to the Company, is available.”


 


2.4Stockholder
Approval. Notwithstanding anything in this Purchase Warrant to the contrary, the exercise of this Purchase Warrant is subject
to the approval by the stockholders of the Company of Proposal 2 set forth in the Company’s definitive proxy statement filed
with the Commission (as defined below) on February 28, 2014, regarding the amendment to the Company’s Amended and Restated
Certificate of Incorporation, as amended, to increase its authorized capital stock.


 


3.Transfer.


 


3.1General
Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder
will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of 180 days following the date
of the Underwriting Agreement by and between the Company and the Holder as representative of the underwriters, dated March 26,
2014 (the “Underwriting Agreement”), to anyone other than: (i) Aegis Capital Corp. (“Aegis”)
or an underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of Aegis or of any
such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Purchase
Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction
that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except as provided
for in FINRA Rule 5110(g)(2). On and after that date that is 180 days after the date of the Underwriting Agreement, transfers
to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted
assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with
the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five
(5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant
or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number
of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.


 




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3.2 Restrictions
Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company
has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration
under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of
the Company, or (ii) a registration statement relating to the offer and sale of such securities has been filed by the Company
and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance
with applicable state securities law has been established.


 


4.Registration Rights.


 


4.1“Piggy-Back”
Registration.


 


4.1.1Grant
of Right. The Holder shall have the right, for a period of four (4) years commencing one year after the date of the Underwriting
Agreement, to include all or any portion of the Shares underlying the Purchase Warrants (collectively, the “Registrable
Securities”) as part of any other registration of securities filed by the Company (other than in connection with a transaction
contemplated by Rule 145 promulgated under the Act or pursuant to Form S-8 or any equivalent form); provided, however,
that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s)
thereof shall, in its reasonable discretion, impose a limitation on the number of shares of Common Stock which may be included
in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation
is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement
only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the
underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking
to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Holders;
provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded
all outstanding securities, the holders of which are not entitled to inclusion of such securities in such registration statement
or are not entitled to pro rata inclusion with the Registrable Securities.


 


4.1.2 Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4.1.1
hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the
Holders to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration,
the Company shall furnish the then Holders of outstanding Registrable Securities with not less than thirty (30) days written notice
prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for
each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder.
The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written
notice, within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement. Except
as otherwise provided in this Purchase Warrant, there shall be no limit on the number of times the Holder may request registration
under this Section 4.1.2; provided, however, that such registration rights shall terminate on the sixth anniversary of
the Commencement Date.


 


4.2General
Terms.


 


4.2.1Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20 (a) of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any
claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration
statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify
the Underwriters contained in Section 5.1 of the Underwriting Agreement. The Holder(s) of the Registrable Securities to be sold
pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company,
against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably
incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act,
the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns,
in writing, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions
contained in Section 5.2 of the Underwriting Agreement pursuant to which the Underwriters have agreed to indemnify the Company.


 




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4.2.2 Exercise
of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise
their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.


 


4.2.3 Documents
Delivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing offerings and to each
underwriter of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of
counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten
public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold
comfort” letter dated the effective date of such registration statement (and, if such registration includes an underwritten
public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent registered
public accounting firm which has issued a report on the Company’s financial statements included in such registration statement,
in each case covering substantially the same matters with respect to such registration statement (and the prospectus included
therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements,
as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in
underwritten public offerings of securities. The Company shall also deliver promptly to each Holder participating in the offering
requesting the correspondence and memoranda described below and to the managing underwriter, if any, copies of all correspondence
between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission
or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon
reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably
necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records
and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such
reasonable extent and at such reasonable times as any such Holder shall reasonably request.


 


4.2.4 Underwriting
Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any
Holders whose Registrable Securities are being registered pursuant to this Section 4, which managing underwriter shall
be reasonably satisfactory to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company,
each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and
such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be
parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option,
require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters
shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties
to or agreements with the Company or the underwriters except as they may relate to such Holders, their Shares and their intended
methods of distribution.


 


4.2.5 Documents
to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company
a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.


 


4.2.6 Damages.
Should the registration or the effectiveness thereof required by Section 4.1 hereof be delayed by the Company or the Company
otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief available
to the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened
breach of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without
the necessity of posting bond or other security.


 




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5.New Purchase Warrants
to be Issued.


 


5.1Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned
in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for
cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or
transfer tax if exercised pursuant to Section 2.1 hereof, the Company shall cause to be delivered to the Holder without
charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder
to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.


 


5.2 Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss,
theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.


 


6.Adjustments.


 


6.1Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall
be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of
outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then,
on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in
outstanding shares, and the Exercise Price shall be proportionately decreased.


 


6.1.2 Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective
date thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares,
and the Exercise Price shall be proportionately increased.


 


6.1.3 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other
than a change covered by Section 6.1.1 or Section 6.1.2 hereof or that solely affects the par value of such Shares,
or in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other
than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does
not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another
corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the
Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of
exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder
immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following
any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant
immediately prior to such event; and if any reclassification also results in a change in Shares covered by Section 6.1.1
or Section 6.1.2, then such adjustment shall be made pursuant to Section 6.1.1, Section 6.1.2 and this Section
6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations,
share reconstructions or amalgamations, or consolidations, sales or other transfers.


 


6.1.4 Changes
in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section
6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are
stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new
Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring
after the Commencement Date or the computation thereof.


 




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6.2 Substitute
Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company
with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in
any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction
or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase
Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant)
to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable
upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which
such Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation,
sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments
provided for in this Section 6. The above provision of this Section 6 shall similarly apply to successive consolidations
or share reconstructions or amalgamations.


 


6.3 Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the
exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it
being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the
case may be, to the nearest whole number of Shares or other securities, properties or rights.


 


7. Reservation and Listing.
The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon
exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the
exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price
therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. The Company further covenants and
agrees that upon exercise of the Purchase Warrants and payment of the exercise price therefor, all Shares and other securities
issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights
of any shareholder. As long as the Purchase Warrants shall be outstanding, the Company shall use its commercially reasonable efforts
to cause all Shares issuable upon exercise of the Purchase Warrants to be listed (subject to official notice of issuance) on all
national securities exchanges (or, if applicable, on the OTC Bulletin Board or any successor trading market) on which the Shares
issued to the public in the Offering may then be listed and/or quoted.


 


8.Certain Notice Requirements.


 


8.1Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or
to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a
shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any
of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written
notice of such event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books
(the “Notice Date”) for the determination of the shareholders entitled to such dividend, distribution, conversion
or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or
sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding
the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at
the same time and in the same manner that such notice is given to the shareholders.


 


8.2 Events
Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of
the following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to
receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out
of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii)
the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible
into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii)
a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction
or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.


 




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8.3 Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant
to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price
Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and
accurate by the Company’s Chief Financial Officer.


 


8.4 Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall
be deemed to have been duly made (1) when hand delivered, (2) when mailed by express mail or private courier service or (3) when
the event requiring notice is disclosed in all material respects and filed in a current report on Form 8-K or in a definitive
proxy statement on Schedule 14A prior to the Notice Date: (i) if to the registered Holder of the Purchase Warrant, to the address
of such Holder as shown on the books of the Company, or (ii) if to the Company, to following address or to such other address
as the Company may designate by notice to the Holders:


 


If to the Holder:


 


Aegis Capital Corp.

810 Seventh Avenue, 11th Floor

New York, New York 10019

Attn: Mr. David Bocchi, Managing Director of 

                  Investment Banking

Fax No.: (212) 813-1047


 


With a copy (which shall
not constitute notice) to:


 


Blank Rome LLP


405 Lexington Avenue


New York, NY 10174


Attn: Brad Shiffman, Esq.


Fax: (917) 332-3725


 


If to the Company:


 


Advaxis, Inc.


305 College Road East


Princeton, NJ 08540


Attention: Sara Bonstein, Chief Financial
Officer


Fax No: (609) 452-9818


 


with a copy (which shall not constitute notice)
to:


 


Reed Smith LLP


599 Lexington Avenue


New York, New York 10174


Attention: Yvan Claude-Pierre, Esq.


Fax No: (212) 521-5450


 


9.Miscellaneous.


 


9.1Amendments.
The Company and Aegis may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders
in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the
Company and Aegis may deem necessary or desirable and that the Company and Aegis deem shall not adversely affect the interest
of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party against
whom enforcement of the modification or amendment is sought.


 



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9.2 Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3 Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof,
and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4 Binding
Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and
their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions
herein contained.


 


9.5 Governing
Law; Submission to Jurisdiction. This Purchase Warrant shall be governed by and construed and enforced in accordance with
the laws of the State of Delaware, without giving effect to conflict of laws principles thereof. The Company hereby agrees that
any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and
enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of
New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon
the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be
legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies)
in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses
relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf
and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably
waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out
of or relating to this agreement or the transactions contemplated hereby.


 


9.6 Waiver,
etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall
not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant
or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase
Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be
effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such
waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver
of any other or subsequent breach, non-compliance or non-fulfillment.


 


9.7 Execution
in Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and
the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and
delivered to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic
transmission.


 


9.8 Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any
time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and Aegis enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or
cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 






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IN WITNESS
WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the ___ day of March,
2014.


 


	ADVAXIS,
    INC.	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




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Form to be
used to exercise Purchase Warrant:


 


Date: __________,
20___


 


The undersigned
hereby elects irrevocably to exercise the Purchase Warrant for ______ Shares of Advaxis, Inc., a Delaware corporation (the “Company”),
and hereby makes payment of $____ (at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue
the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable,
a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.


 


or


 


The undersigned
hereby elects irrevocably to convert its right to purchase ___ Shares under the Purchase Warrant for ______ Shares, as determined
in accordance with the following formula:


 





	 	X	=	Y(A-B)	 
	 	A	 







  


	 	Where,	X	=	The number of Shares to be issued
    to Holder;
	 	 	Y	=	The number of Shares for which the Purchase
    Warrant is being exercised;
	 	 	A	=	The fair market value of one Share which
    is equal to $_____; and
	 	 	B	=	The Exercise Price which is equal to $______
    per share





 


The undersigned
agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with
respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please issue
the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable,
a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.


 


Signature


 





Signature Guaranteed


 




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INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


 


Name:


(Print in Block Letters)


Address:


 


NOTICE: The
signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having
membership on a registered national securities exchange.


 




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Form to be used to assign Purchase
Warrant:


ASSIGNMENT


 


(To be executed by the registered
Holder to effect a transfer of the within Purchase Warrant):


 


FOR VALUE RECEIVED, __________________
does hereby sell, assign and transfer unto ___________ the right to purchase shares of Advaxis, Inc., a Delaware corporation (the
“Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right
on the books of the Company.


 


Dated: __________, 20__


 


Signature


 


Signature Guaranteed


 


NOTICE: The
signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or
by a firm having membership on a registered national securities exchange.


 



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