Unassociated Document


    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 (WHICH COUNSEL SHALL BE SELECTED BY THE
HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.

     

    Advaxis,
Inc.

     

    Form
of Warrant To Purchase Common Stock

     

    
      
        	
                Warrant
      No.: 2010-1

              	
                Issuance
      Date: April __, 2010 

              
	 	 
	
                Number
      of Warrant Shares:  2,818,000

              	
                Initial
      Exercise
Price:  $0.18

              


      

    

    


    Advaxis,
Inc., a Delaware corporation (“Company”), hereby
certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, effective as of the date set forth above (the
“Issuance
Date”), Optimus CG II, Ltd., the holder hereof, or its designees or
assigns (“Holder”), is
entitled, subject to the terms set forth below, to purchase from the Company, at
the Exercise Price (as defined below) then in effect, upon surrender of this
Warrant to Purchase Common Stock (including any Warrants to Purchase Common
Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any
time or times during the Exercise Period (as defined herein), that number of
duly authorized, validly issued, fully paid and non-assessable shares of Common
Stock set forth above (the “Warrant
Shares”).

     

    A.           This
Warrant is issued in connection with the transactions contemplated by Preferred
Stock Purchase Agreement dated September 24, 2009, as amended, by and among the
Company and the investor referred to therein (the “Purchase Agreement”)
and accordingly, (i) all representations and warranties (and to the extent
applicable, covenants) made by Investor pursuant to Section 4.2 of the Purchase
Agreement are deemed to also be made by Investor to the Company as if such
representations and warranties were set forth herein in full, and (ii) all
representations and warranties (and to the extent applicable, covenants) made by
Company pursuant to Section 4.1 of the Purchase Agreement, except as set forth
under any writing delivered by Company to the Investor or as set forth in the
SEC Reports, are deemed to also be made by Company to Investor as if such
representations and warranties were set forth herein in full .  Except
as otherwise defined herein, capitalized terms in this Warrant shall have the
meanings set forth in ARTICLE 13 hereof.

     

    B.           The
Company hereby covenants and agrees with Holder that (i) the Company will file
the Warrant Registration Statement (as defined herein) covering the public
resale by Holder of all Common Shares issuable upon the exercise of this Warrant
by June 24, 2010, use commercially reasonable efforts to cause it to become
effective as soon as possible thereafter, and use commercially reasonable
efforts to cause it to remain effective until the earlier of the first date upon
which all Warrant Shares covered hereby have been sold or are Rule 144 Eligible,
and (ii) that such Warrant Registration Statement shall conform in all respects
with each of the requirements set forth in the Purchase Agreement with respect
to the Registration Statement (as defined therein).

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE 1

    EXERCISE
OF WARRANT.

    


    1.1           Mechanics of
Exercise.  Subject to the terms and conditions hereof, this
Warrant may be exercised by the Holder on any day during the Exercise Period, in
whole or in part, by (i) delivery of a written notice to the Company, in the
form attached hereto as Appendix 1 (the
“Exercise
Notice”), of the Holder’s election to exercise this Warrant and (ii)
payment to the Company of an amount equal to the applicable Exercise Price
multiplied by the number of Warrant Shares as to which this Warrant is being
exercised (the “Aggregate Exercise
Price”) in cash or by wire transfer of immediately available funds, by
the issuance and delivery of a recourse promissory note substantially in the
form attached hereto as Appendix 2 (each, a
“Recourse
Note”), or, if applicable, by cashless exercise pursuant to Section
1.3.  The Holder shall not be required to deliver the original
Warrant in order to effect an exercise hereunder.  Execution and
delivery of the Exercise Notice with respect to less than all of the Warrant
Shares shall have the same effect as cancellation of the original Warrant and
issuance of a new Warrant evidencing the right to purchase the remaining number
of Warrant Shares.  On the same Trading Day on which the Company has
received each of the Exercise Notice and the Aggregate Exercise Price (the
“Exercise Delivery
Documents”) by 10:30 a.m. Eastern time, or the following Trading Day if
received after such time or on a non-Trading Day, the Company shall transmit by
facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery
Documents to the Holder and the Company’s transfer agent (the “Transfer Agent”) and
(i) provided that the Warrant Registration Statement is effective and the
Transfer Agent is participating in The Depository Trust Company (DTC) Fast
Automated Securities Transfer (FAST) Program, upon the request of the Holder,
credit such aggregate number of Warrant Shares to which the Holder is entitled
pursuant to such exercise to the Holder’s or its designee’s balance account with
DTC through its Deposit/Withdrawal at Custodian (DWAC) system, or (ii) if the
Warrant Registration Statement is not effective or the Transfer Agent is not
participating in the DTC FAST Program, issue and deliver to the Holder or, at
the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or
designee, in each case, sent by reputable overnight courier to the address as
specified in the applicable Exercise Notice, a certificate, registered in the
Company’s share register in the name of the Holder or its designee (as indicated
in the applicable Exercise Notice), for the number of Warrant Shares to which
the Holder is entitled pursuant to such exercise, which certificate shall be
imprinted with the restrictive legends set forth in the Purchase Agreement
unless either (A) the Warrant Registration Statement is current, valid and
effective or (B) all of such Warrant Shares are Rule 144 Eligible (assuming
cashless exercise of the Warrant) (in each case, as determined by counsel to the
Company at the time of such issuance).  Upon delivery of the Exercise
Delivery Documents, 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
certificate(s) evidencing the Warrant Shares (as the case may be). If this
Warrant is submitted in connection with any exercise pursuant to this Section 1.1 and the
number of Warrant Shares represented by this Warrant submitted for exercise is
greater than the number of Warrant Shares being acquired upon an exercise, then
the Company shall as soon as practicable and in no event later than three
Trading Days after any exercise and return of the previously issued Warrant, at
its own expense issue a new Warrant representing the right to purchase the
number of Warrant Shares purchasable immediately prior to such exercise under
this Warrant, less the number of Warrant Shares with respect to which this
Warrant is exercised. 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 up to the nearest whole number. The Company shall pay
any and all taxes which may be payable with respect to the issuance and delivery
of Warrant Shares upon exercise of this Warrant.

    



    
      
         


      

      
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    1.2           Exercise
Price.  For purposes of this Warrant, “Exercise Price” means
$0.18, subject to adjustment as provided in Article II hereof.

    


    1.3           Cashless
Exercise.  Notwithstanding anything contained herein to the
contrary (other than Section 1.5 below), if at any time the Warrant 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 that are the subject
of the Exercise Notice (the “Unavailable Warrant
Shares”), 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
Aggregate 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 = (B-C) x
A

    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
average of the Closing Sale Prices of the shares of Common Stock (as reported by
Bloomberg) for the five (5) consecutive Trading Days ending on the date
immediately preceding the date of the Exercise Notice.

    


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

    


    1.4           Company’s Failure to Timely
Deliver Securities.  If the Company shall fail for any reason
or for no reason to timely issue to the Holder or its designee a certificate for
the number of Warrant Shares to which the Holder is entitled and register such
Warrant Shares on the Company’s share register or to credit the Holder’s balance
account with DTC for such number of Warrant Shares to which the Holder is
entitled upon the Holder’s exercise of this Warrant (as the case may be), then,
in addition to all other remedies available to the Holder, the Company shall pay
in cash to the Holder on each day that the issuance of such Warrant Shares is
not timely effected an amount equal to 1.5% of the product of (A) the sum of the
number of Warrant Shares not issued to the Holder on a timely basis and to which
the Holder is entitled and (B) the Closing Sale Price of the shares of Common
Stock on the Trading Day immediately preceding the last possible date which the
Company could have issued such Warrant Shares to the Holder without violating
Section
1.1.  In addition to the foregoing, if after the Company’s
receipt of the applicable Exercise Delivery Documents the Company shall fail to
timely issue to the Holder or its designee a certificate for the number of
Warrant Shares to which the Holder is entitled and register such Warrant Shares
on the Company’s share register or to credit the Holder’s balance account with
DTC for the number of Warrant Shares to which the Holder is entitled upon the
Holder’s exercise hereunder (as the case may be), and the Holder purchases (in
an open market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Holder of Warrant Shares issuable upon such
exercise that the Holder anticipated receiving from the Company (a “Buy-In”), then the
Company shall, within three Trading Days after the Holder’s request and in the
Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the
Holder’s total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased (the “Buy-In Price”), at
which point the Company’s obligation to deliver such certificate or credit such
Holder’s balance account with DTC for the number of Warrant Shares to which the
Holder is entitled upon the Holder’s exercise hereunder (as the case may be) and
to issue such Warrant Shares shall terminate, or (ii) promptly honor its
obligation to deliver to the Holder or its designee a certificate or
certificates representing such Warrant Shares or credit such Holder’s balance
account with DTC for the number of Warrant Shares to which the Holder is
entitled upon the Holder’s exercise hereunder (as the case may be) and pay cash
to the Holder in an amount equal to the excess (if any) of the Buy-In Price over
the product of (A) such number of shares of Common Stock sold by Holder in
satisfaction of its obligations, times (B) the Closing Bid Price on the date of
exercise.

    



    
      
         


      

      
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    1.5           Exercise
Limitation.  Notwithstanding any other provision of this
Warrant, at no time may the Holder exercise this Warrant such that the number of
Warrant Shares to be received pursuant to such exercise aggregated with all
other shares of Common Stock, voting stock, and other securities of the Company
(collectively, “Company Securities”)
then owned by the Holder beneficially or deemed beneficially owned by the Holder
would result in the Holder owning more than 9.99% of all of such Company
Securities as would be outstanding on such Exercise Date, as determined in
accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder.  In addition, as of any date, the aggregate
number of shares of Common Stock into which this Warrant is exercisable within
61 days, together with all other Company Securities then beneficially owned (as
such term is defined in Rule 13(d) under the Exchange Act) by Holder and its
affiliates, shall not exceed 9.99% of the total outstanding Company Securities
as of such date.  At no time when the number of Warrant Shares then
owned by the Holder, when aggregated with all other Company Securities then
owned by the Holder beneficially or deemed beneficially owned by the Holder,
would result in the Holder owning more than 1.0% of all outstanding Common Stock
will Holder vote or cause to be voted any such shares.

    


     1.6           Restrictions.  For
so long as Holder holds this Warrant or any Warrant Shares, Holder will
not:  (i) vote any shares of Common Stock owned or controlled by it,
solicit any proxies, or seek to advise or influence any Person with respect to
any voting securities of the Company; (ii) engage or participate in any actions,
plans or proposals which relate to or would result in (a) acquiring additional
securities of the Company, alone or together with any other Person, which would
result in beneficially owning or controlling more than 9.99% of the total
outstanding Company Securities, (b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving Company or any of its
subsidiaries, (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries, (d) any change in the present board of
directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board, (e) any material change in the present capitalization or dividend policy
of the Company, (f) any other material change in the Company’s business or
corporate structure, including but not limited to, if the Company is a
registered closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by Section 13 of
the Investment Company Act of 1940, (g) changes in the Company’s charter, bylaws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any Person, (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (i) a class of equity securities of
the Company becoming eligible for termination of registration
pursuant  to Section 12(g)(4) of the Act, or (j) any action,
intention, plan or arrangement similar to any of those enumerated above; or
(iii) request the Company or its directors, officers, employees, agents or
representatives to amend or waive any provision of this Section
1.6.

    



    
      
         


      

      
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    1.7           Disputes.  In
the case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the Warrant Shares, the Company shall promptly issue
to the Holder the number of Warrant Shares that are not disputed and resolve
such dispute in accordance with Section
12.

    


    1.8           Insufficient Authorized
Shares.  If at any time while this Warrant (or any portion
thereof) remains outstanding the Company does not have a sufficient number of
authorized and unreserved shares of Common Stock to satisfy its obligation to
reserve for issuance upon exercise of this Warrant at least a number of shares
of Common Stock equal to 110% of the number of shares of Common Stock as shall
from time to time be necessary to effect the exercise in full of any unexercised
portion of this Warrant (the “Required Reserve
Amount”) (an “Authorized Share
Failure”), then the Company shall immediately take all action necessary
to increase the Company’s authorized shares of Common Stock to an amount
sufficient to allow the Company to reserve the Required Reserve Amount for the
unexercised portion of the Warrant then outstanding.  Without limiting
the generality of the foregoing sentence, as soon as practicable after the date
of the occurrence of an Authorized Share Failure, but in no event later than 90
days after the occurrence of such Authorized Share Failure, the Company shall
use commercially reasonable efforts to hold a meeting of its stockholders for
the approval of an increase in the number of authorized shares of Common
Stock.  In connection with such meeting, the Company shall provide
each stockholder with a proxy statement and shall use its commercially
reasonable efforts to solicit its stockholders’ approval of such increase in
authorized shares of Common Stock and to cause its board of directors to
recommend to the stockholders that they approve such proposal.

    



    
      
         


      

      
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    ARTICLE 2

    ADJUSTMENT
UPON SUBDIVISION OR COMBINATION OF COMMON STOCK.

    


    If the
Company at any time on or after the Issuance Date subdivides (by any stock
split, stock dividend, recapitalization or otherwise) one or more classes of its
outstanding shares of Common Stock into a greater number of shares, the Exercise
Price in effect immediately prior to such subdivision will be proportionately
reduced and the number of Warrant Shares will be proportionately
increased.  If the Company at any time on or after the Issuance Date
combines (by combination, reverse stock split or otherwise) one or more classes
of its outstanding shares of Common Stock into a smaller number of shares, the
Exercise Price in effect immediately prior to such combination will be
proportionately increased and the number of Warrant Shares will be
proportionately decreased.  Any adjustment under this ARTICLE 2 shall
become effective at the close of business on the date the subdivision or
combination becomes effective.

    


    ARTICLE 3

    PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS

    


    3.1           Purchase
Rights.  In addition to any adjustments pursuant to ARTICLE 2
above, if at any time the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of shares of Common
Stock (the “Purchase
Rights”), then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the
Holder could have acquired if the Holder had held the number of shares of Common
Stock acquirable upon complete exercise of this Warrant (without regard to any
limitations on the exercise of this Warrant) immediately before the date on
which a record is taken for the grant, issuance or sale of such Purchase Rights,
or, if no such record is taken, the date as of which the record holders of
shares of Common Stock are to be determined for the grant, issue or sale of such
Purchase Rights.

    


    3.2           Fundamental
Transactions.  The Company shall not enter into or be party to
a Fundamental Transaction unless the Successor Entity assumes in writing all of
the obligations of the Company under this Warrant in accordance with the
provisions of this Section 3.2 pursuant
to written agreements in form and substance satisfactory to the Required Holders
and approved by the Required Holders prior to such Fundamental Transaction,
including agreements to deliver to each holder of Warrants in exchange for such
Warrants a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to this Warrant, including, without
limitation, an adjusted exercise price equal to the value for the shares of
Common Stock reflected by the terms of such Fundamental Transaction, and
exercisable for a corresponding number of shares of capital stock equivalent to
the shares of Common Stock acquirable and receivable upon exercise of this
Warrant (without regard to any limitations on the exercise of this Warrant)
prior to such Fundamental Transaction, and satisfactory to the Required
Holders.  Upon the occurrence of any Fundamental Transaction, the
Successor Entity shall succeed to, and be substituted for (so that from and
after the date of such Fundamental Transaction, the provisions of this Warrant
referring to the “Company” shall refer
instead to the Successor Entity), and may exercise every right and power of the
Company and shall assume all of the obligations of the Company under this
Warrant with the same effect as if such Successor Entity had been named as the
Company herein.  Upon consummation of the Fundamental Transaction, the
Successor Entity shall deliver to the Required Holders confirmation that there
shall be issued upon exercise of this Warrant at any time after the consummation
of the Fundamental Transaction, in lieu of the shares of the Common Stock (or
other securities, cash, assets or other property) purchasable upon the exercise
of this Warrant prior to such Fundamental Transaction, such shares of stock,
securities, cash, assets or any other property whatsoever (including warrants or
other purchase or subscription rights) which the Required Holders would have
been entitled to receive upon the happening of such Fundamental Transaction had
this Warrant been converted immediately prior to such Fundamental Transaction,
as adjusted in accordance with the provisions of this Warrant.  In
addition to and not in substitution for any other rights hereunder, prior to the
consummation of any Fundamental Transaction pursuant to which holders of shares
of Common Stock are entitled to receive securities or other assets with respect
to or in exchange for shares of Common Stock (a “Corporate Event”),
the Company shall make appropriate provision to insure that the Required Holders
will thereafter have the right to receive upon an exercise of this Warrant at
any time after the consummation of the Fundamental Transaction, in lieu of the
shares of the Common Stock (or other securities, cash, assets or other property)
purchasable upon the exercise of this Warrant prior to such Fundamental
Transaction, such shares of stock, securities, cash, assets or any other
property whatsoever (including warrants or other purchase or subscription
rights) which the Required Holders would have been entitled to receive upon the
happening of such Fundamental Transaction had this Warrant been exercised
immediately prior to such Fundamental Transaction.  Provision made
pursuant to the preceding sentence shall be in a form and substance reasonably
satisfactory to the Required Holders.  The provisions of this Section
3.2  shall apply similarly and equally to successive Fundamental
Transactions and Corporate Events and shall be applied without regard to any
limitations on the exercise of this Warrant.

    



    
      
         


      

      
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    3.3           Notwithstanding
the foregoing, in the event of a Fundamental Transaction other than one in which
the Successor Entity is a Public Successor Entity that assumes this Warrant such
that this Warrant shall be exercisable for the publicly traded common stock of
such Public Successor Entity, at the request of the Holder delivered before the
90th day after such Fundamental Transaction, the Company (or the Successor
Entity) shall purchase this Warrant from the Holder by paying to the Holder,
within five (5) Trading Days after such request (or, if later, on the effective
date of the Fundamental Transaction), cash in an amount equal to the value of
the remaining unexercised portion of this Warrant on the date of such
consummation, which value shall be determined by use of the Black Scholes Option
Pricing Model using a volatility equal to the 100 day average historical price
volatility prior to the date of the public announcement of such Fundamental
Transaction.

    


    ARTICLE 4

    NONCIRCUMVENTION

    


    The
Company hereby covenants and agrees that the Company will not, by amendment of
its Certificate of Incorporation, Bylaws or through any reorganization, transfer
of assets, consolidation, merger, scheme of arrangement, dissolution, issue or
sale of securities, or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, and will at all
times in good faith carry out all the provisions of this Warrant and take all
action as may be required to protect the rights of the
Holder.  Without limiting the generality of the foregoing, the Company
(i) shall not increase the par value of any shares of Common Stock receivable
upon the exercise of this Warrant above the Exercise Price then in effect, (ii)
shall take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant, and (iii) shall, so long as the
Warrant is outstanding, take all action necessary to reserve and keep available
out of its authorized and unissued shares of Common Stock, solely for the
purpose of effecting the exercise of the Warrant, 110% of the number of shares
of Common Stock as shall from time to time be necessary to effect the exercise
of the unexercised portion of the Warrant then outstanding (without regard to
any limitations on exercise).

    



    
      
         


      

      
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    ARTICLE 5

    WARRANT
HOLDER NOT DEEMED A STOCKHOLDER

    


    Except as
otherwise specifically provided herein, the Holder, solely in such Person’s
capacity as a holder of this Warrant, shall not be entitled to vote or receive
dividends or be deemed the holder of share capital of the Company for any
purpose, nor shall anything contained in this Warrant be construed to confer
upon the Holder, solely in such Person’s capacity as the Holder of this Warrant,
any of the rights of a stockholder of the Company or any right to vote, give or
withhold consent to any corporate action (whether any reorganization, issue of
stock, reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription
rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares
which such Person is then entitled to receive upon the due exercise of this
Warrant.  In addition, nothing contained in this Warrant shall be
construed as imposing any liabilities on the Holder to purchase any securities
(upon exercise of this Warrant or otherwise) or as a stockholder of the Company,
whether such liabilities are asserted by the Company or by creditors of the
Company.  Notwithstanding this ARTICLE 5, the Company shall provide
the Holder with copies of the same notices and other information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

    


    ARTICLE 6

    REISSUANCE
OF WARRANTS; COMPANY CALL RIGHT

    


    6.1           Transfer of
Warrant.

    


    a.           This
Warrant and the Warrant Shares constitute “restricted
securities” as such term is defined in Rule 144(a)(3) under the
Securities Act of 1933, as amended (the “Act”) and may only be
disposed of in compliance with U.S. federal securities laws and applicable state
securities or “blue sky” laws.  Without limiting the generality of the
foregoing, except in connection with a bona fide pledge or transfer to an
affiliate of Holder, (i) the Warrant and the Warrant Shares may not be offered
for sale, sold, transferred, assigned, pledged or otherwise distributed unless
(A) subsequently registered thereunder, (B) Investor shall have delivered to the
Company an opinion of counsel reasonably acceptable to the Company (which may be
Luce Forward Hamilton & Scripps LLP (“Luce Forward”)), in a
form generally acceptable to the Company, to the effect that the Warrant or the
Warrant Shares, as applicable, to be offered for sale, sold, transferred,
assigned, pledged or otherwise distributed may be offered for sale, sold,
transferred, assigned, pledged or otherwise distributed pursuant to an exemption
from such registration, or (C) the Warrant or the Warrant Shares, as applicable,
can be offered for sale, sold, transferred, assigned, pledged or otherwise
distributed pursuant to Rule 144 or Rule 144A promulgated under the Act, as
applicable.

    



    
      
         


      

      
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    b.           So
long as is required by this Section 6.1, the
certificates or other instruments representing the Warrant shall bear any
legends as required by applicable state securities or “blue sky” laws, in
addition to the restrictive legend set forth on the front page of this
Warrant.

    


    c.           If
this Warrant is to be transferred, in accordance with this Section 6.1, the
Holder shall surrender this Warrant to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Holder a new Warrant,
registered as the Holder may request, representing the right to purchase the
number of Warrant Shares being transferred by the Holder and, if less then the
total number of Warrant Shares then underlying this Warrant is being
transferred, a new Warrant to the Holder representing the right to purchase the
number of Warrant Shares not being transferred.

    


    6.2           Lost, Stolen or Mutilated
Warrant.  Upon receipt by the Company of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant, and, in the case of loss, theft or destruction, of any
indemnification undertaking by the Holder to the Company in customary form and,
in the case of mutilation, upon surrender and cancellation of this Warrant, the
Company shall execute and deliver to the Holder a new Warrant representing the
right to purchase the Warrant Shares then underlying this Warrant.

    


    6.3           Exchangeable for Multiple
Warrants.  This Warrant is exchangeable, upon the surrender
hereof by the Holder at the principal office of the Company, for a new Warrant
or Warrants representing in the aggregate the right to purchase the number of
Warrant Shares then underlying this Warrant, and each such new Warrant will
represent the right to purchase such portion of such Warrant Shares as is
designated by the Holder at the time of such surrender; provided, however, that
no Warrants for fractional shares of Common Stock shall be given.

    


    6.4           Issuance of New
Warrants.  Whenever the Company is required to issue a new
Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of
like tenor with this Warrant, (ii) shall represent, as indicated on the face of
such new Warrant, the right to purchase the Warrant Shares then underlying this
Warrant (or in the case of a new Warrant being issued pursuant to Section 6.1 or Section 6.3, the
Warrant Shares designated by the Holder which, when added to the number of
shares of Common Stock underlying the other new Warrants issued in connection
with such issuance, does not exceed the number of Warrant Shares then underlying
this Warrant), (iii) shall have an issuance date, as indicated on the face of
such new Warrant which is the same as the Issuance Date, and (iv) shall have the
same rights and conditions as this Warrant.

    


    6.5           Company Call Right.
If a Funding Default occurs and the Holder has not previously exercised this
Warrant in full, the Company shall have the right to demand the surrender of
this Warrant, or any remaining portion thereof, from the Holder without
compensation, and the Holder shall promptly surrender this Warrant, or remaining
portion thereof. Following such demand for surrender, this Warrant shall
automatically be canceled and shall have no further force or
effect.

    



    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    ARTICLE 7

    NOTICES

    


    Whenever
notice is required to be given under this Warrant, unless otherwise provided
herein, such notice shall be given in accordance with Section 6.2 of the
Purchase Agreement.  The Company shall provide the Holder with prompt
written notice of all actions taken pursuant to this Warrant, including in
reasonable detail a description of such action and the reason
therefore.  Without limiting the generality of the foregoing, the
Company will give written notice to the Holder (i) as soon as practicable upon
any adjustment of the Exercise Price, setting forth in reasonable detail, and
certifying, the calculation of such adjustment and (ii) at least fifteen days
prior to the date on which the Company closes its books or takes a record (A)
with respect to any dividend or distribution upon the shares of Common Stock,
(B) with respect to any grants, issuances or sales of any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property
to holders of shares of Common Stock as such or (C) for determining rights to
vote with respect to any Fundamental Transaction, dissolution or liquidation,
provided in each case that such information shall be made known to the public
prior to or in conjunction with such notice being provided to the
Holder.

    


    ARTICLE 8

    AMENDMENT
AND WAIVER

    


    Except as
otherwise provided herein, the provisions of this Warrant may be amended and the
Company may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company has obtained the written
consent of the Holder; provided that except as provided herein, no such action
may increase the exercise price of the Warrant or decrease the number of shares
or class of stock obtainable upon exercise of the Warrant without the written
consent of the Holder.  No such amendment shall be effective to the
extent that it applies to less than all of the holders of the Warrants then
outstanding

    


    ARTICLE 9

    GOVERNING
LAW

    


    This
Warrant shall be governed by and construed and enforced in accordance with, and
all questions concerning the construction, validity, interpretation and
performance of this Warrant shall be governed by, the internal laws of the State
of New York, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of New York.

    


    ARTICLE 10

    CONSTRUCTION;
HEADINGS

    


    This
Warrant shall be deemed to be jointly drafted by the Company and the Holder and
shall not be construed against any person as the drafter hereof.  The
headings of this Warrant are for convenience of reference and shall not form
part of, or affect the interpretation of, this Warrant.

    



    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    ARTICLE 11

    DISPUTE
RESOLUTION

    


    In the
case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the Warrant Shares, the Company shall submit the
disputed determinations or arithmetic calculations via facsimile within 2
Trading Days of receipt of the Exercise Notice giving rise to such dispute, as
the case may be, to the Holder.  If the Holder and the Company are
unable to agree upon such determination or calculation of the Exercise Price or
the Warrant Shares within three Trading Days of such disputed determination or
arithmetic calculation being submitted to the Holder, then the Company shall,
within 2 Trading Days submit via facsimile (a) the disputed determination of the
Exercise Price or arithmetic calculation to an independent, reputable investment
bank or independent registered public accounting firm selected by Holder subject
to Company’s approval, which may not be unreasonably withheld or delayed, or (b)
the disputed arithmetic calculation of the Warrant Shares to the Company’s
independent registered public accounting firm.  The Company shall
cause at its expense the investment bank or the accountant, as the case may be,
to perform the determinations or calculations and notify the Company and the
Holder of the results no later than 3 Trading Days from the time it receives the
disputed determinations or calculations.  Such investment bank’s or
accountant’s determination or calculation, as the case may be, shall be binding
upon all parties absent demonstrable error.

    


    ARTICLE 12

    REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF

    


    The
remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant, at law or in equity (including a
decree of specific performance and/or other injunctive relief), and nothing
herein shall limit the right of the Holder right to pursue actual damages for
any failure by the Company to comply with the terms of this
Warrant.  The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Holder and that the
remedy at law for any such breach may be inadequate.  The Company
therefore agrees that, in the event of any such breach or threatened breach, the
holder of this Warrant shall be entitled, in addition to all other available
remedies, to an injunction restraining any breach, without the necessity of
showing economic loss and without any bond or other security being
required.

    


    ARTICLE 13

    DEFINITIONS

    


    For
purposes of this Warrant, the following terms shall have the following
meanings:

    


    13.1           “Bloomberg” means
Bloomberg Financial Markets.

    


    13.2           “Closing Bid Price”
and “Closing Sale
Price” means, for any security as of any date, the last closing bid price
and last closing trade price, respectively, for such security on the Trading
Market, as reported by Bloomberg, or, if the Trading Market begins to operate on
an extended hours basis and does not designate the closing bid price or the
closing trade price, as the case may be, then the last bid price or last trade
price, respectively, of such security prior to 4:00 p.m., Eastern time, as
reported by Bloomberg, or, if the Trading Market is not the principal securities
exchange or trading market for such security, the last closing bid price or last
trade price, respectively, of such security on the principal securities exchange
or trading market where such security is listed or traded as reported by
Bloomberg, or if the foregoing do not apply, the last closing bid price or last
trade price, respectively, of such security in the over-the-counter market on
the electronic bulletin board for such security as reported by Bloomberg, or, if
no closing bid price or last trade price, respectively, is reported for such
security by Bloomberg, the average of the bid prices, or the ask prices,
respectively, of any market makers for such security as reported in the “pink
sheets” by Pink Sheets LLC (formerly the National Quotation Bureau,
Inc.).  If the Closing Bid Price or the Closing Sale Price cannot be
calculated for a security on a particular date on any of the foregoing bases,
the Closing Bid Price or the Closing Sale Price, as the case may be, of such
security on such date shall be the fair market value as mutually determined by
the Company and the Holder.  If the Company and the Holder are unable
to agree upon the fair market value of such security, then such dispute shall be
resolved pursuant to ARTICLE 11.  All such determinations to be
appropriately adjusted for any stock dividend, stock split, stock combination or
other similar transaction during the applicable calculation period.

    



    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    13.3           “Common Stock” means
(i) the Company’s shares of Common Stock, par value $0.001 per share, and (ii)
any share capital into which such Common Stock shall have been changed or any
share capital resulting from a reclassification of such Common
Stock.

    


    13.4           “Convertible
Securities” means any stock or securities (other than Options) directly
or indirectly convertible into or exercisable or exchangeable for shares of
Common Stock.

    


    13.5           “Exercise Period”
means that period beginning on the Issuance Date set forth above and ending at
11:59 p.m., Eastern time on the third (3rd)
anniversary of the effective date of the Warrant Registration
Statement.

    


    13.6           “Fundamental
Transaction” means that the (A) Company shall, directly or indirectly, in
one or more related transactions, (i) consolidate or merge with or into (whether
or not the Company is the surviving corporation) another Person or Persons, or
(ii) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company to another Person, or (iii) allow
another Person to make a purchase, tender or exchange offer that is accepted by
the holders of more than 50% of the outstanding shares of Common Stock (not
including any shares of Common Stock held by the Person or Persons making or
party to, or associated or affiliated with the Persons making or party to, such
purchase, tender or exchange offer), (iv) consummate a stock purchase agreement
or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby
such other Person acquires more than the 50% of the outstanding shares of Common
Stock (not including any shares of Common Stock held by the other Person or
other Persons making or party to, or associated or affiliated with the other
Persons making or party to, such stock purchase agreement or other business
combination), or (v) reorganize, recapitalize or reclassify its Common Stock, or
(B) any “person” or “group” (as these
terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is
or shall become the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of 50% of the aggregate Common Stock of
the Company, other than persons or groups who exceed such ownership level as of
the date of issuance of this Warrant.

    



    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    13.7           “Funding Default”
means a failure by Investor to accept a Tranche Notice delivered by the Company,
provided such
Tranche Notice was delivered in accordance with the terms and conditions of the
Purchase Agreement (including the timely and full satisfaction of the conditions
to the obligation of Investor to accept a Tranche Notice set forth in Section 2.3(c) of the
Purchase Agreement), and to acquire and pay for the Preferred Shares in
accordance therewith upon delivery of such Preferred Shares to the Investor in
accordance with the terms of the Purchase Agreement (and the timely delivery by
the Company of the other Required Tranche Deliveries required to be delivered by
it and the timely and full satisfaction by the Company of all other conditions
for the Tranche Closing required to be satisfied by it as set forth in Sections 2.3(d) and
(e) of the Purchase Agreement).

    


    13.8           “Investor” means
Optimus Capital Partners, LLC, a Delaware limited liability company, dba Optimus
Life Sciences Capital Partners, LLC (including its designees, successors and
assigns).

    


    13.9           “Options” means any
rights, warrants or options to subscribe for or purchase shares of Common Stock
or Convertible Securities.

    


    13.10         “Parent Entity” of a
Person means an entity that, directly or indirectly, controls the applicable
Person and whose common stock or equivalent equity security is quoted or listed
on a Trading Market, or, if there is more than one such Person or Parent Entity,
the Person or Parent Entity with the largest public market capitalization as of
the date of consummation of the Fundamental Transaction.

    


    13.11         “Person” means an
individual, a limited liability company, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization, any other entity and a
government or any department or agency thereof.

    


    13.12         “Preferred Shares”
means shares of Series A Preferred Stock of the Company provided for in the
Certificate of Designations, to be issued to Investor pursuant to the Purchase
Agreement.

    


    13.13         “Purchase Agreement”
means the Preferred Stock Purchase Agreement dated September 24, 2009, by and
among the Company and the investors referred to therein.

    


    13.14         “Required Holders”
means the Holders of the Warrants representing at least a majority of shares of
Warrant Shares underlying the Warrants then outstanding.

    


    13.15         “Trading Market” means
the OTC Bulletin Board, the NASDAQ Capital Market, the NASDAQ Global Market, the
NASDAQ Global Select Market, the NYSE Amex, or the New York Stock Exchange,
whichever is at the time the principal trading exchange or market for the Common
Stock.

    


    13.16         “Public Successor
Entity” means a Successor Entity that is a publicly traded corporation
whose stock is quoted or listed for trading on a Trading Market.

    



    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    13.17         “Successor Entity”
means the Person (or, if so elected by the Required Holders, the Parent Entity)
formed by, resulting from or surviving any Fundamental Transaction or the Person
(or, if so elected by the Required Holders, the Parent Entity) with which such
Fundamental Transaction shall have been entered into.

     

    13.18         “Trading Day” means
any day on which the Common Stock is traded on a Trading Market; provided that
it shall not include any day on which the Common Stock (a) is suspended from
trading, or (b) is scheduled to trade on such exchange or market for less than 5
hours.

     

    13.19         “Tranche Closing” has
the meaning set forth in the Purchase Agreement.

     

    13.20         “Warrant Registration
Statement” means a registration statement registering for resale the
Warrant Shares, and except where the context otherwise requires, means the
registration statement, as amended, including (i) all documents filed as a part
thereof and (ii) any information contained in a prospectus filed with the
Securities and Exchange Commission in connection with such registration
statement, to the extent such information is deemed under the Act to be part of
the registration statement.

     


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to
be duly executed as of the Issuance Date set out above.

     

    ADVAXIS,
INC.

     

    By:
_____________________________

    Name:
___________________________

    Title:
____________________________

     

    By:
_____________________________

    Name:
___________________________

    Title:
____________________________

     

    


    Agreed to, acknowledged and
accepted:

    


    


    OPTIMUS
CG II, LTD.

    


    


    


    By:
_________________________________

    Name:  Terren
Peizer

    Title:  Managing
Director

    


    


    Solely
with respect to Paragraph A on page 1 hereof:

    OPTIMUS
LIFE SCIENCES CAPITAL PARTNERS, LLC

    


    


    


    By:
_________________________________

    Name:  Terren
Peizer

    Title:  Managing
Director

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX
1

     

    EXERCISE
NOTICE

     

    ADVAXIS,
INC.

     

    The
undersigned hereby exercises the right to purchase ________________ shares of
Common Stock (“Warrant
Shares”) of Advaxis, Inc., a Delaware corporation (“Company”), evidenced
by the attached Warrant to Purchase Common Stock (“Warrant”).  Capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.  The Holder intends that payment of the
Exercise Price shall be made as:

     

    ___           Cash
Exercise with respect to ____________ Warrant Shares having an exercise price of
$______ per share ___

     

    ___           Cashless
Exercise with respect to ____________ Warrant Shares having an exercise price of
$______ per share ___

     

    ___           Recourse
Note Exercise with respect to ____________ Warrant Shares having an exercise
price of $______ per share

     

    Please
issue:

     

    ___           A
certificate or certificates representing said shares of Common Stock in the name
specified below

     

    ___           Said
shares in electronic form to the Deposit/Withdrawal at Custodian (DWAC) account
with Depository Trust Company (DTC) specified below.

     

    ____________________________________

     

    By:
_________________________________

    Name:
_______________________________

    Title:
________________________________

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    ACKNOWLEDGMENT

     

    The
Company hereby acknowledges the foregoing Exercise Notice and hereby directs
[_______________________________] to issue the above indicated number of shares
of Common Stock as specified above, in accordance with the Transfer Agent
Instructions dated [_______________________________] from the Company, and
acknowledged and agreed to by the transfer agent.

     

    ADVAXIS,
INC.

     

    By:
_____________________________

    Name:
___________________________

    Title:
____________________________

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX
2

     

    FORM OF
NOTE

     

    SECURED
PROMISSORY NOTE

     

    
      	
              $[_____________]

            	
              Date:   [________],
      20[__]

            


    

     

    FOR VALUE
RECEIVED, [_____________] (“Borrower”) promises
to pay to the order of Advaxis, Inc. (“Lender”), at
[________], or at such other place as Lender may from time to time designate in
writing, the principal sum of $[________], with interest, as
follows:

     

    1.           Interest.  The
principal balance outstanding, from time to time, shall bear interest from and
after the date hereof at the rate of 2.0% per year.  Interest shall be
calculated on a simple interest basis and the number of days elapsed during the
period for which interest is being calculated.  Interest not paid when
due shall be added to the principal.

     

    2.           Payments.  If
not sooner paid, the entire unpaid principal balance, interest thereon and any
other charges due and payable under this Note shall be due and payable on the
fourth anniversary of the date of this Note (“Maturity Date”);
provided, however, that in no event shall this Note be due or payable at any
time that (a) Lender is in default of any preferred stock purchase agreement for
Series A Preferred Stock or any Warrant issued pursuant thereto, any loan
agreement or other material agreement, or (b) there are any shares of Series A
Preferred Stock of Lender issued or outstanding.  Borrower shall have
the right to prepay all or any part of the principal balance of this Note at any
time without penalty or premium.  In the event that Lender redeems all
or a portion of any shares of Series A Preferred Stock then held by Borrower,
Borrower shall apply, and Lender may offset, the proceeds of any such redemption
to pay down the accrued interest and outstanding principal of this
Note.  All payments shall be first be applied to interest, then to
reduce the outstanding principal.

     

    3.           Full Recourse
Note.  THIS IS A FULL RECOURSE PROMISSORY
NOTE.  Accordingly, notwithstanding that Borrower’s obligations under
this Note are secured by the Collateral, in the event of a material default
hereunder, Lender shall have full recourse to all the other assets of
Borrower.  Moreover, Lender shall not be required to proceed against
or exhaust any Collateral, or to pursue any Collateral in any particular order,
before Lender pursues any other remedies against Borrower or against any of
Borrower’s assets.

     

    4.           Security

     

    a.           Pledge.  As
security for the due and prompt payment and performance of all payment
obligations under this Note and any modifications, replacements and extensions
hereof (collectively, “Secured
Obligations”), Borrower hereby pledges and grants a security interest to
Lender in all of Borrower’s right, title, and interest in and to all of the
following, now owned or hereafter acquired or arising (together the “Collateral”):

     

    i.           Publicly
traded shares of common stock, preferred stock, bonds, notes and/or debentures
(collectively, “Pledged Securities”)
with a fair market value on the date hereof at least equal to the principal
amount of this Note, based upon the trading price of such securities on the Pink
Sheets, OTC Bulletin Board, NASDAQ Capital Market, NASDAQ Global Market, NASDAQ
Global Select Market, NYSE Amex, or New York Stock Exchange;

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    ii.           all
rights of Borrower with respect to or arising out of the Pledged Securities,
including voting rights, and all equity and debt securities and other property
distributed or distributable with respect thereto as a result of merger,
consolidation, dissolution, reorganization, recapitalization, stock split, stock
dividend, reclassification, exchange, redemption, or other change in capital
structure; and

     

    iii.           all
proceeds, replacements, substitutions, accessions and increases in any of the
Collateral.

     

    b.           Replacement
Securities.  So long as any Secured Obligations remain
outstanding, in the event that Borrower sells or disposes of any Pledged
Securities, Borrower shall promptly provide replacement securities of equal or
greater value.

     

    c.           Rights With Respect to
Distributions.  So long as no default shall have occurred and
be continuing under this Note, Borrower shall be entitled to receive any and all
dividends and distributions made with respect to the Pledged Securities and any
other Collateral.  However, upon the occurrence and during the
continuance of any default, Lender shall have the sole right (unless otherwise
agreed by Lender) to receive and retain dividends and distributions and apply
them to the outstanding balance of this Note or hold them as Collateral, at
Lender’s election.

     

    d.           Voting
Rights.  So long as no default shall have occurred and be
continuing under this Note, Borrower shall be entitled to exercise all voting
rights pertaining to the Pledged Securities and any other
Collateral.  However, upon the occurrence and during the continuance
of any default, all rights of Borrower to exercise the voting rights that
Borrower would otherwise be entitled to exercise with respect to the Collateral
shall cease and (unless otherwise agreed by Lender) all such rights shall
thereupon become vested in Lender, which shall thereupon have the sole right to
exercise such rights.

     

    e.           Financing Statement; Further
Assurances.  Borrower agrees, concurrently with executing this
Note, that Lender may file a UCC-1 financing statement relating to the
Collateral in favor of Lender, and any similar financing statements in any
jurisdiction in which Lender reasonably determines such filing to be
necessary.  Borrower further agrees that at any time and from time to
time Borrower shall promptly execute and deliver all further instruments and
documents that Lender may request in order to perfect and protect the security
interest granted hereby, or to enable Lender to exercise and enforce its rights
and remedies with respect to any Collateral, including, following an event of
default, delivering the Collateral to Lender to hold as secured
party.

     

    f.           Powers of
Lender.  Borrower hereby appoints Lender as Borrower’s true and
lawful attorney-in-fact to perform any and all of the following acts, which
power is coupled with an interest, is irrevocable until the Secured Obligations
are paid and performed in full, and may be exercised from time to time by Lender
in its discretion:  To take any action and to execute any instrument
which Lender may deem reasonably necessary or desirable to accomplish the
purposes of this Section 4(f) and,
more broadly, this Note including, without limitation:  (i) to
exercise voting and consent rights with respect to Collateral in accordance with
this Note, (ii) during the continuance of any default hereunder, to receive,
endorse and collect all instruments or other forms of payment made payable to
Borrower in respect of the Collateral or any part thereof and to give full
discharge for the same, (iii) to perform or cause the performance of any
obligation of Borrower hereunder in Borrower’s name or otherwise, (iv) during
the continuance of any default hereunder, to liquidate any Collateral pledged to
Lender hereunder and to apply proceeds thereof to the payment of the Secured
Obligations or to place such proceeds into a cash collateral account or to
transfer the Collateral into the name of Lender, all at Lender’s sole
discretion, (v)  to enter into any extension, reorganization or other
agreement relating to or affecting the Collateral, and, in connection therewith,
to deposit or surrender control of the Collateral, (vi) to accept other property
in exchange for the Collateral, (vii) to make any compromise or settlement
Lender deems desirable or proper, and (viii) to execute on Borrower’s behalf and
in Borrower’s name any documents required in order to give Lender a continuing
first lien upon the Collateral or any part thereof.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    5.           Additional
Terms

     

    a.           No
Waiver.  The acceptance by Lender of payment of a portion of
any installment when due or an entire installment but after it is due shall
neither cure nor excuse the default caused by the failure of Borrower timely to
pay the whole of such installment and shall not constitute a waiver of Lender’s
right to require full payment when due of any future or succeeding
installments.

     

    b.           Default.  Any
one or more of the following shall constitute a “default” under this
Note:  (i) a default in the payment when due of any amount hereunder,
(ii) Borrower’s refusal to perform any material term, provision or covenant
under this Note, (iii) the commencement of any liquidation, receivership,
bankruptcy, assignment for the benefit of creditors or other debtor-relief
proceeding by or against Borrower, or subject to Section 4(b), the Collateral is
transferred by Borrower without being replaced by Pledged Securities of equal or
greater fair market value on the date of transfer, and (iv) the levying of any
attachment, execution or other process against Borrower, or subject to Section
4(b) the Collateral or any material portion thereof.

     

    c.           Default
Rights

     

    i.           Upon
the occurrence of any payment default Lender may, at its election, declare the
entire balance of principal and interest under this Note immediately due and
payable.  A delay by Lender in exercising any right of acceleration
after a default shall not constitute a waiver of the default or the right of
acceleration or any other right or remedy for such default.  The
failure by Lender to exercise any right of acceleration as a result of a default
shall not constitute a waiver of the right of acceleration or any other right or
remedy with respect to any other default, whenever occurring.

     

    ii.           Further,
upon the occurrence of any material non-monetary default, following 30 days
notice from Lender to Borrower specifying the default and demanded manner of
cure for any non-monetary default, Lender shall thereupon and thereafter have
any and all of the rights and remedies to which a secured party is entitled
after a default under the applicable Uniform Commercial Code, as then in
effect.  In addition to its other rights and remedies, Borrower agrees
that, upon the occurrence of default, Lender may in its sole discretion do or
cause to be done any one or more of the following:

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    d.           Proceed
to realize upon the Collateral or any portion thereof as provided by law, and
without liability for any diminution in price which may have occurred, sell the
Collateral or any part thereof, in such manner, whether at any public or private
sale, and whether in one lot as an entirety, or in separate portions, and for
such price and other terms and conditions as is commercially reasonable given
the nature of the Collateral.

     

    e.           If
notice to Borrower is required, give written notice to Borrower at least ten
days before the date of sale of the Collateral or any portion
thereof.

     

    f.           Transfer
all or any part of the Collateral into Lender’s name or in the name of its
nominee or nominees.

     

    g.           Vote
all or any part of the Collateral (whether or not transferred into the name of
Lender) and give all consents, waivers and ratifications in respect of the
Collateral and otherwise act with respect thereto, as though Lender were the
outright owner thereof.

     

    i.           Borrower
acknowledges that all or part of foreclosure of the Collateral may be restricted
by state or federal securities laws, Lender may be unable to effect a public
sale of all or part of the Collateral, that a public sale is or may be
impractical and inappropriate and that, in the event of such restrictions,
Lender thus may be compelled to resort to one or more private sales to a
restricted group of purchasers who will be obliged to agree, among other things,
to acquire the Collateral for their own account, for investment and not with a
view to its distribution or resale.  Borrower agrees that if
reasonably necessary Lender may resort to one or more sales to a single
purchaser or a restricted or limited group of purchasers.  Lender
shall not be obligated to make any sale or other disposition, unless the terms
thereof shall be satisfactory to it.

     

    ii.           If,
in the opinion of Lender based upon written advice of counsel, any consent,
approval or authorization of any federal, state or other governmental agency or
authority should be necessary to effectuate any sale or other disposition of any
Collateral, Borrower shall execute all such applications and other instruments
as may reasonably be required in connection with securing any such consent,
approval or authorization, and will otherwise use its commercially reasonable
best efforts to secure the same.

     

    iii.           The
rights, privileges, powers and remedies of Lender shall be cumulative, and no
single or partial exercise of any of them shall preclude the further or other
exercise of any of them.  Any waiver, permit, consent or approval of
any kind by Lender of any default hereunder, or any such waiver of any
provisions or conditions hereof, must be in writing and shall be effective only
to the extent set forth in writing.  Any proceeds of any disposition
of the Collateral, or any part thereof, may be applied by Lender to the payment
of expenses incurred by Lender in connection with the foregoing, and the balance
of such proceeds shall be applied by Lender toward the payment of the Secured
Obligations.

     


    
      
         


      

      
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    h.           No Oral Waivers or
Modifications.  No provision of this Note may be waived or
modified orally, but only in a writing signed by Lender and
Borrower.

     

    i.           Attorney
Fees.  The prevailing party in any action by Lender to collect
any amounts due under this Note shall be entitled to recover its reasonable
attorneys fees and costs.

     

    j.           Governing
Law.  This Note has been executed and delivered in, and is to
be construed, enforced, and governed according to the internal laws of, the
State of New York without regard to its principles of conflict of
laws.

     

    k.           Severability.  Whenever
possible, each provision of this Note shall be interpreted in such manner as to
be effective and valid under applicable law.  However, if any
provision of this Note shall be held to be prohibited by or invalid under
applicable law, it shall be ineffective only to the extent of such prohibition
or invalidity without invalidating the remainder of that provision or the other
provisions of this Note.

     

    l.           Entire
Agreement.  This Note contain the entire understanding of the
parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral or written, with respect to such
matters.

     

    ________________________

    By:
_____________________

    Name:
___________________

    Title:
____________________

    


    


    


    



    
      
         


      

      
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