Form
of





AGREEMENT
TO EXHANGE WARRANTS


 


Advaxis,
Inc.


305
College Road East


Princeton,
NJ 08540


 


Ladies
and Gentlemen:


 


This
is to record the agreement between Advaxis, Inc. (the “Company”) and [  ] (the “Warrantholder”)
regarding the terms on which the Company will issue shares of Common Stock (“Common Stock”), par value $.001 per share,
to the Warrantholder in exchange for Warrants (“Warrants”) originally issued under a Warrant Agency Agreement made
as of September 11, 2018 between the Company and Continental Stock Transfer and Trust Company entitling the holders to purchase
Common Stock, which Agreement is as follows:


 


	 	1.	The
    Company hereby agrees to issue [X] shares (the “Exchange Shares”) of Common Stock to the Warrantholder in exchange
    for [X] Warrants.
	 	 	 
	 	2.	In
    order to carry out the exchange of the Exchange Shares for the Warrants described in Section 1, at or prior to 11:00 a.m.,
    Eastern time on March 15, 2019 (the “Exchange Date”) (a) the number of Warrants stated in Section 1 shall be automatically
    deemed cancelled upon receipt of the Exchange Shares, and (b) the Company will cause Continental Stock Transfer and Trust
    Company, as transfer agent for the Company, to issue via the Deposit / Withdrawal at Custodian system into an account with
    The Depositary Trust Company (“DTC”) specified by the Warrantholder, the number of shares of Common Stock stated
    in Section 1. The Exchange Shares shall not bear any restrictive legends. No later than five (5) Nasdaq Global Market trading
    days following the date hereof, the Warrantholder shall deliver the original certificate representing the Warrants stated
    in Section 1 above to the Company for cancellation. However, failure to deliver the original certificate will not affect the
    automantic cancellation of the Warrants desried in clause (a).
	 	 	 
	 	3.	During
    the period of 30 Nasdaq Global Market trading days beginning on the Exchange Date, the Warrantholder will not on any day sell
    a number of shares of Common Stock (including shares issuable by exercise of Common Stock Derivatives) that exceeds 5% of
    the total volume of trading in the Common Stock reported on the Nasdaq Global Market on that day. During the period of 45
    Nasdaq Global Market trading days beginning on the 31st Nasdaq trading day after the Exchange Date, Warrantholder will not
    on any day sell a number of shares of Common Stock (including shares that are the subject of Common Stock Derivatives) that
    exceeds 10% of the total volume of trading in the Common Stock reported on the Nasdaq Global Market on that day. The Company
    will be entitled to injunctive relief to prevent violation or threatened violation of this Section 3.
	 	 	 
	 	4.	The
    Warrantholder represents and warrants to the Company that:


 


	 	 	a.	The
    Warrantholder owns all the Warrants described in Section 1 and has all power and authority that is necessary to enable the
    Warrantholder to exchange them for Common Stock as contemplated by this Agreement, without requiring consent of any other
    person or any governmental authority.
	 	 	 	 
	 	 	b.	After
    the Warrants described in Section 1 are automatically cancelled as described in Section 2, neither the Warrnatholder nor any
    other person will have any rights under or with regard to the Warrants.
	 	 	 	 
	 	 	c.	The
    Warrantholder is aware that:


 


i.
On February 21, 2019, the stockholders of the Company authorized its Board of Directors to cause there to be a reverse split of
the Common Stock of between 1 share for each 10 shares and 1 share for each 25 shares. The Board has not yet approved a reverse
split, but may do so at any time. If there is a reverse split, the number of shares that can be purchased by exercising a Warrant
will be reduced proportionately, and the exercise price per full share of Common Stock will be increased proportionately.


 


ii.
The last sale price of the Common Stock reported on the Nasdaq Global Market on March [  ], 2019 was $[  ]
per share. The Company is not aware of any trading in the Warrants.


 


iii.
The issuance of Common Stock in exchange for Warrants that is the subject of this Agreement (and of other similar agreements)
will result in a reduction of the exercise price of the Warrants that continue to be outstanding.


 


iv.
The Company expects to file with the Securities and Exchange Commission in the near future a registration statement under
the Securities Act of 1933, as amended, relating to an underwritten public offering of its Common Stock. If there \were a public
offering and the sale price in the public offering were less than the exercise price of the Warrants, the exercise price would
be reduced to the sale price. This Agreement does not constitute an offer of the securities that may be the subject of the
underwritten public offering for sale.


 


v.
The Company files annual, quarterly and current reports and other information with the SEC. The materials the Company files with
the SEC are available on the SEC’s website, www.sec.gov. They also are available on the Company’s website,
www.advaxis.com



 


	 	5.	The Company represents
    and warrants to the Warrantholder as follows:


 


	 	 	a.	The
    Company has all power and authority, and has obtained all approvals, that are necessary to enable it to issue Common Stock
    in exchange for Warrants as contemplated by this Agreement.
	 	 	 	 
	 	 	b.	When
    the Company issues the Exchange Shares, those shares (i) will be issued in reliance on an exemption from the registration
    requirements of the Securities Act contained in Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities
    Act, and (ii) will be duly authorized and issued, fully paid and non-assessable and will be eligible for trading on the Nasdaq
    Global Market. For purposes of SEC Rule 144, the holding period of the Exchange Shares will include the holding period of
    the Warrants, which is more than six months.


 






    	 



     


    

 


	 	6.	The
    Warrantholder is aware that the issuance of Exchange Shares in exchange for Warrants as described in this Agreement has not
    been registered under the Securities Act and that those shares are being issued in reliance on an exemption from the registration
    requirements of the Securities Act contained in Section 3(a)(9) of the Securities Act.
	 	 	 
	 	7.	The
    Company agrees from and after the date hereof that if any of the terms offered to any other holder of Warrants in connection
    with any exchange of Warrants for any assets or other securities (each an “Exchange Document”), is or will be
    more favorable to such other Person (as defined in the Warrants) than those of the Warrantholder under this Agreement (other
    than with respect to the reimbursement of legal fees). If, and whenever on or after the date hereof, the Company enters into
    an Exchange Document which contains any terms that are more favorable to another holder of Warrants than this Agreement, then
    (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and
    conditions of this Agreement shall be, without any further action by the Holder or the Company, automatically amended and
    modified in an economically and legally equivalent manner such that the Warrantholderr shall receive the benefit of the more
    favorable terms and/or conditions (as the case may be) set forth in such Exchange Document, provided that upon written notice
    to the Company at any time the Holder may elect not to accept the benefit of any such amended or modified term or condition,
    in which event the term or condition contained in this Agreement shall apply to the Warrantholder as it was in effect immediately
    prior to such amendment or modification as if such amendment or modification never occurred with respect to the Warrantholder.
    Without limiting what is said above in this Section 7, if the Exchange Document with a Person calls for issuance of more shares
    of Common Stock per Warrant exchanged than this Agreement, within five Nasdaq Global Market trading days after the issuance
    of the shares to the other person, the Company will issue to the Warrantholder the number of additional shares of Common Stock
    such that the Warrantholder will have received the same number of shares of Common Stock per exchanged Warrant as the other
    Person. The provisions of this paragraph shall apply similarly and equally to each Exchange Document.
	 	 	 
	 	8.	This
    Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
    agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it
    being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile
    or .pdf transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf
    such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.
    If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability
    of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties
    will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing,
    shall incorporate such substitute provision in this Agreement. All questions concerning the construction, validity, enforcement
    and interpretation of this Agreement shall be determined pursuant to the internal law of the State of New York.


 


(Signatures
on following page)


 




    	 



     


    




 


Please
sign a copy of this Agreement which, when it is signed by the Company, will constitute a legally binding agreement between the
Warrantholder and the Company.


 


	 	 	Very
    truly yours,
	 	 	 
	 	 	[  ]	 
	 	 	 	 
	Dated:
    March [  ], 2019	 	By	 
	 	 	Name: 	 
	 	 	Title:	 


 


	AGREED
    TO: 	 	 
	 	 	 
	ADVAXIS,
    INC.	 	 
	 	            	 	 
	By:
    	 	 	        
	Name: 
    	 	 	 
	Title