CONFIDENTIAL
SEPARATION AGREEMENT


 


THIS
AGREEMENT (the “Agreement”) is made and entered into as April 23, 2018, by and between Advaxis, Inc. (the “Company”)
and Anthony Lombardo (“Executive”). Together, the Company and Executive may be referred to hereinafter as the
“Parties”.


 


In
consideration of the payments, covenants and releases described below, and in consideration of other good and valuable consideration,
the receipt and sufficiency of all of which is hereby acknowledged, the Company and Executive agree as follows:


 


1.
Resignation, Transition and Separation from Employment. Executive hereby confirms his resignation as Interim Chief Executive
Officer effective April 23, 2018 (the “Resignation Date”). Executive shall remain employed by the Company for
a period not to exceed ninety days following the Resignation Date in order to assist in the orderly transition of his duties (the
“Transition Period”). Executive’s employment and all relationships with the Company shall end on July
22, 2018, or on such earlier date as either Party gives notice to the other that the employment relationship is at an end (the
“Termination Date”).


 


2.
Separation Obligations of the Company. In consideration of Executive’s promises contained in this Agreement, the
Company agrees as follows:


 


a.
Severance Pay. The Company will pay to Executive (i) a lump sum of Three Hundred and Fifty Five Thousand Dollars ($355,000.00),
less withholding for taxes and other similar items, payable on the Effective Date (as defined in Section 8 below) or on the first
regularly scheduled payroll date thereafter, provided Executive properly executes and does not revoke this Agreement.


 


b.
Salary and Benefits Continuation During Transition Period. Contingent upon Executive’s service and cooperation in
the transitioning of his duties as directed by the Company during the Transition Period, up through and including the Termination
Date, (1) the Executive will continue to receive his current annual base salary, minus customary withholdings and taxes, payable
in accordance with the Company’s normal payroll practices; and (2) the Executive will remain eligible to continue his participation
in the benefit plans of the Company on the same terms and conditions as Executive participated immediately prior to the Resignation
Date.


 


b.
Reimbursement of COBRA Premiums. If, after the Termination Date, Executive elects to continue participation in any group
medical plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under Section 4980B of
the Internal Revenue Code (COBRA), then for a period not to exceed twelve (12) months (the “Health Benefits Continuation
Period”), the Company shall pay to the insurer of the Company’s medical plan (or to the Executive if the insurer
will not accept partial payment from the Company) a monthly amount equal to the Company paid portion of health benefit premiums
as if Executive was actively employed; provided, however, that (i) that if Executive becomes eligible to receive
group health benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s
spouse), or if Executive otherwise ceases to be eligible for COBRA continuation coverage, the Company’s obligation to pay
the cost of health coverage as described herein shall cease; and (ii) the Health Benefits Continuation Period shall run concurrently
with any period for which Executive is eligible to elect health coverage under COBRA.


 


c.
Reimbursement for Financial Planning. For a period of twelve (12) months following the Termination Date, the Company shall
pay or reimburse Executive for financial planning services in an amount not to exceed $15,000.


 


d.
Acceleration of Vesting. The Parties agree that Exhibit B to this Agreement accurately reflects all outstanding
awards of stock options (“Options”) and restricted stock units (“RSUs”) held by Executive
as of the Effective Date. Provided that Executive executes and delivers to the Company the Supplemental General Release Agreement
which is attached hereto as Exhibit A (the “Supplemental Release”) on (and not before) the Termination
Date, as of the Effective Date of the Supplemental Release, as defined therein, (i) all of Executive’s Options shall become
vested and exercisable in full and shall remain outstanding and exercisable until the earlier of (a) the second anniversary of
the Termination Date or (b) the normal expiration date of the Options, and (ii) all of Executive’s RSUs shall become vested
and shall be settled in shares of Company common stock.


 




    	 



     


    

 


e.
Other Payments and Obligations. The Company will pay Executive for all accrued and unused vacation days that have accrued
as of the Termination Date as well as reimbursement for expenses for which expense reports have been provided to the Company prior
to the Effective Date, all in accordance with Company policies.


 


The
Company’s obligation to provide the payments and benefits set forth in this Paragraph 2 is expressly contingent on Executive
executing and not revoking this Agreement pursuant to Paragraph 8 below. The Company’s obligation to make the payments or
to provide other consideration as set forth herein shall cease upon Executive’s breach of any of his continuing contractual
obligations to the Company, including, without limitation, Sections 5 of the Employment Agreement (as defined herein) and any
other intellectual property agreement, covenant not to disclose or use the Company’s confidential or trade secret information,
or covenant not to compete with the Company.


 


3.
General Release of Claims and Covenant Not To Sue.


 


a.
General Release of Claims. In consideration of the payments made to him by the Company and the promises contained in this
Agreement, Executive on behalf of himself and his agents and successors in interest, hereby UNCONDITIONALLY RELEASES AND DISCHARGES
the Company, its successors, subsidiaries, parent companies, assigns, joint ventures, and affiliated companies and their respective
agents, legal representatives, shareholders, attorneys, employees, members, managers, officers and directors (collectively, the
“Releasees”) from ALL CLAIMS, LIABILITIES, DEMANDS AND CAUSES OF ACTION which he may by law release, as well
as all contractual obligations not expressly set forth in this Agreement, whether known or unknown, fixed or contingent, that
he may have or claim to have against any Releasee for any reason as of the date of execution of this Agreement. This Release and
Covenant Not To Sue includes, but is not limited to, claims arising under federal, state or local laws prohibiting employment
discrimination; claims arising under severance plans and contracts; and claims growing out of any legal restrictions on the Company’s
rights to terminate its employees or to take any other employment action, whether statutory, contractual or arising under common
law or case law. Executive specifically acknowledges and agrees that he is releasing any and all rights under federal, state and
local employment laws including without limitation the Age Discrimination in Employment Act, the Older Workers Benefit Protection
Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Americans With Disabilities Act, the Family and Medical
Leave Act, the Genetic Information Nondiscrimination Act, the anti-retaliation provisions of the Fair Labor Standards Act, the
Employee Retirement Income Security Act, the Equal Pay Act, the Occupational Safety and Health Act, the Worker Adjustment and
Retraining Notification Act, the Employee Polygraph Protection Act, the Fair Credit Reporting Act, the New Jersey Law Against
Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, and any and all other local,
state, and federal law claims arising under statute or common law. It is agreed that this is a general release and it is to be
broadly construed as a release of all claims, except those that cannot be released by law.


 


b.
Covenant Not to Sue. Except as expressly set forth in Paragraph 5 below, Executive further hereby AGREES NOT TO FILE A
LAWSUIT or other legal claim or charge to assert against any of the Releasees any claim released by this Agreement.


 


c.
Acknowledgement Regarding Payments and Benefits. Executive acknowledges and agrees that he has been paid all wages and
accrued benefits to which he is entitled through the date of execution of this Agreement. Other than the payments set forth in
this Agreement, the Parties agree that the Company owes no additional amounts to Executive for wages, back pay, severance pay,
bonuses, damages, accrued vacation, benefits, insurance, sick leave, other leave, or any other reason.


 


d.
Other Representations and Acknowledgements. This Agreement is intended to and does settle and resolve all claims of any
nature that Executive might have against the Company arising out of their employment relationship or the termination of employment
or relating to any other matter, except those that cannot be released by law. By signing this Agreement, Executive acknowledges
that he is doing so knowingly and voluntarily, that he understands that he may be releasing claims he may not know about, and
that he is waiving all rights he may have had under any law that is intended to protect him from waiving unknown claims. Executive
warrants that he has not filed any notices, claims, complaints, charges, or lawsuits of any kind whatsoever against the Company
or any of the Releasees as of the date of execution of this Agreement. This Agreement shall not in any way be construed as an
admission by the Company or any of the Releasees of wrongdoing or liability or that Executive has any rights against the Company
or any of the Releasees. Executive represents and agrees that he has not transferred or assigned, to any person or entity, any
claim that he is releasing in this Paragraph 3.


 




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4.
Non-Disparagement.


 


a.
Agreement of Executive. Executive agrees that she will not, directly or indirectly, make any statement, oral or written,
or perform any act or omission which disparages or casts in a negative light the Company, its products, its employees, or any
of the Releasees. This Paragraph 4 shall not in any way limit any of the Protected Rights contained in Paragraph 5 of this Agreement,
or Executive’s ability to provide truthful testimony pursuant to a subpoena, court order or as otherwise required by law.


 


b.
Agreement of Company. The Company agrees that, except as may be required by law, court order, or a valid request by a government
agency, the Company will not make any written statement, and no officer of the Company or member of the Board of Directors of
the Company will, directly or indirectly, make any statement, oral or written, or perform any act or omission which disparages
Executive or casts Executive in a negative light. This Paragraph 4(b) shall not in any way limit the ability of the Company or
any member of the Board of Directors to provide truthful testimony or information in response to a subpoena, court order, or valid
request by a government agency, or as otherwise required by law.


 


5.
Protected Rights. Nothing in this Agreement is intended to limit Executive’s right to file a charge with the Equal
Employment Opportunity Commission or to make disclosures to, or participate in communications with, the Securities and Exchange
Commission or any other government agency regarding possible violations of law, without prior notice to the Company. Based on
Executive’s release of claims set forth in Paragraph 3 of this Agreement, however, Executive understands that he is releasing
all claims that he may have, as well as, to the extent permitted by applicable law, his right to recover monetary damages or obtain
other relief for an alleged injury or legal right that is personal to Executive.


 


6.
Acknowledgment. The Company hereby advises Executive to consult with an attorney prior to executing this Agreement and
Executive acknowledges and agrees that the Company has advised, and hereby does advise, him of his opportunity to consult an attorney
or other advisor and has not in any way discouraged him from doing so. Executive expressly acknowledges and agrees that he has
been offered at least twenty-one (21) days to consider this Agreement before signing it, that he has read this Agreement and Release
carefully, that he has had sufficient time and opportunity to consult with an attorney or other advisor of his choosing concerning
the execution of this Agreement. Executive acknowledges and agrees that he fully understands that the Agreement is final and binding,
that it contains a full release of all claims and potential claims, and that the only promises or representations he has relied
upon in signing this Agreement are those specifically contained in the Agreement itself. Executive acknowledges and agrees that
he is signing this Agreement voluntarily, with the full intent of releasing the Company from all claims covered by Paragraph 3.


 


7.
Cooperation. Following the Termination Date, the Executive shall cooperate with the Company and be reasonably available
to the Company and its attorneys with respect to continuing and/or future matters related to the Executive’s employment
period with the Company and/or its subsidiaries or affiliates, whether such matters are business-related, legal, regulatory or
otherwise (including, without limitation, the Executive appearing at the Company’s request to give testimony without requiring
service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company
all relevant documents which are or may come into the Executive’s possession). The Company shall reimburse the Executive
for all reasonable out of pocket expenses incurred by the Executive in rendering such services that are approved by the Company
including reasonable attorney’s fees and costs. In addition, if more than an incidental cooperation is required at any time
after the termination of the Executive’s employment, the Executive shall be paid (other than for the time of actual testimony)
a per day fee based on his base salary as of the Termination Date.


 


8.
Revocation and Effective Date. The Parties agree Executive may revoke the Agreement at will within seven (7) days after
he executes the Agreement (the “Revocation Period”) by giving written notice of revocation to Company. Such
notice must be delivered to James Patton, and must actually be received by him at or before the above-referenced seven-day deadline.
The Agreement may not be revoked after the expiration of the seven-day deadline. In the event that Executive revokes the Agreement
within the Revocation Period, this Agreement shall not be effective or enforceable, and all rights and obligations hereunder shall
be void and of no effect. Assuming that Executive does not revoke this Agreement within the Revocation Period, the effective date
of this Agreement (the “Effective Date”) shall be the eighth (8th) day after the day on which Executive
executes this Agreement.


 




    	3 



     


    

 


9.
Return of Materials. In further consideration of the promises and payments made by the Company hereunder, Executive agrees
that on or before the Termination Date, he will return all documents, confidential information, other information, materials,
equipment (including, but not limited to, cell phones, pagers, laptops, computers, or other personal computing devices) and other
things in his possession or control provided to him by the Company, created during his employment with the Company or otherwise
relating to or belonging to the Company, without retaining or providing to anyone else copies, summaries, excerpts, portions or
other representations thereof. To the extent that Executive has electronic files or information in his possession or control that
relate to or belong to the Company or contain confidential information belonging to the Company (specifically including but not
limited to electronic files or information stored on personal computers, mobile devices, electronic media, or in cloud storage),
Executive agrees that he will immediately, and before receiving payment under this Agreement: (a) provide the Company with an
electronic copy of all of such files or information (in an electronic format that readily accessible by the Company); (b) after
doing so, delete all such files and information, including all copies and derivatives thereof, from all non-Company-owned computers,
mobile devices, electronic media, cloud storage, or other media, devices, or equipment, such that such files and information are
permanently deleted and irretrievable; and (c) provide a written certification to the Company that the required deletions have
been completed and specifying the files and information deleted and the media source from which they were deleted.


 


10.
Termination of Employment Agreement; Survival of Restrictive Covenants. Executive acknowledges and agrees that the Employment
Agreement originally executed by the Parties on or about July 18, 2017 (the “Employment Agreement”) is hereby
terminated, without further action by the Parties, as of the Termination Date and shall be of no further force and effect, and
that except as expressly set forth in this Agreement, the Company shall have no continuing obligations to Executive under the
Employment Agreement; provided, however, that Section 5 (Confidentiality) and Section 6 (Indemnification) shall survive and remain
in full force and effect in accordance with their terms.


 


11.
Final Agreement. This Agreement contains the entire agreement between the Company and Executive with respect to the subject
matter hereof, and supersedes all prior agreements between the Parties, except as set forth in Paragraph 10 above. The Parties
agree that this Agreement may not be modified except by a written document signed by both Parties. The Parties agree that this
Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and
all of which, when taken together, will be deemed to constitute one and the same agreement.


 


12.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of New Jersey
without giving effect to its conflict of law principles.


 


13.
Waiver. The failure of either party to enforce any of the provisions of this Agreement shall in no way be construed to
be a waiver of any such provision. Any waiver of any provision of this Agreement must be in a writing signed by the party making
such waiver. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.


 


14.
Code Section 409A. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable
hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”) and applicable Internal Revenue Service guidance
and Treasury Regulations issued thereunder. The tax treatment of the benefits provided under the Agreement is not warranted or
guaranteed to Executive, who is responsible for all taxes assessed on any payments made pursuant to this Agreement, whether under
Section 409A of the Code or otherwise. Neither the Company nor its directors, officers, employees or advisers shall be held liable
for any taxes, interest, penalties or other monetary amounts owed by Executive as a result of the application of Section 409A
of the Code. Executive’s right to receive any installment payments as Severance Pay shall be treated as a right to receive
separate and distinct payments for purposes of Section 409A of the Code.


 


The
Parties hereby signify their agreement to these terms by their signatures below.


 


EXECUTIVE


 


	/s/
    Anthony Lombardo	 
	Anthony Lombardo	 
	 	 
	Date:
    	April
    23, 2018 	 
	 	 	 
	ADVAXIS,
    INC.	 
	 	                  	               
	By:
    	/s/
Kenneth Berlin	 
	Name:	Kenneth Berlin	 
	Date:
    	April
    23, 2018 	 


 




    	4 



     


    

 


Exhibit
A


 


SUPPLEMENTAL
GENERAL RELEASE AGREEMENT


 


This
Supplemental General Release Agreement (“Supplemental Release”) is entered into by and between Anthony Lombardo (“Executive”)
and Advaxis, Inc. (the “Company”), referred to collectively herein as the “Parties,” as a condition of
Executive’s receipt of certain special consideration from the Company to which he is not otherwise entitled as more particularly
described in the Confidential Separation Agreement to which this Supplemental Release was attached as Exhibit “A.”


 


1.
General Release of Claims and Covenant Not to Sue. In consideration of the payments and promises made by the Company as
set forth in the Confidential Separation Agreement to which this Supplemental Release was attached as Exhibit “A,”
Executive on behalf of himself and his agents and successors in interest, hereby UNCONDITIONALLY RELEASES AND DISCHARGES the Company,
its successors, subsidiaries, parent companies, assigns, joint ventures, and affiliated companies and their respective agents,
legal representatives, shareholders, attorneys, employees, members, managers, officers and directors (collectively, the “Releasees”)
from ALL CLAIMS, LIABILITIES, DEMANDS AND CAUSES OF ACTION which he may by law release, as well as all contractual obligations
not expressly set forth in this Agreement, whether known or unknown, fixed or contingent, that he may have or claim to have against
any Releasee for any reason as of the date of execution of this Agreement. This Release and Covenant Not To Sue includes, but
is not limited to, claims arising under federal, state or local laws prohibiting employment discrimination; claims arising under
severance plans and contracts; and claims growing out of any legal restrictions on the Company’s rights to terminate its
employees or to take any other employment action, whether statutory, contractual or arising under common law or case law. Executive
specifically acknowledges and agrees that he is releasing any and all rights under federal, state and local employment laws including
without limitation the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil
Rights Act of 1964, 42 U.S.C. § 1981, the Americans With Disabilities Act, the Family and Medical Leave Act, the Genetic
Information Nondiscrimination Act, the anti-retaliation provisions of the Fair Labor Standards Act, the Employee Retirement Income
Security Act, the Equal Pay Act, the Occupational Safety and Health Act, the Worker Adjustment and Retraining Notification Act,
the Employee Polygraph Protection Act, the Fair Credit Reporting Act, the New Jersey Law Against Discrimination, the New Jersey
Conscientious Employee Protection Act, the New Jersey Family Leave Act, and any and all other local, state, and federal law claims
arising under statute or common law. It is agreed that this is a general release and it is to be broadly construed as a release
of all claims, except those that cannot be released by law. Except as expressly set forth in Paragraph 5 of the Confidential Separation
Agreement to which this Supplemental Release was attached as Exhibit “A,” Executive further hereby AGREES NOT TO FILE
A LAWSUIT or other legal claim or charge to assert against any of the Releasees any claim released by this Agreement.


 


2.
Acknowledgement Regarding Payments and Benefits. Executive acknowledges and agrees that he has been paid all wages and
accrued benefits to which he is entitled through the date of execution of this Supplemental Release. The Parties agree that the
Company owes no additional amounts to Executive for wages, back pay, severance pay, bonuses, damages, accrued vacation, benefits,
insurance, sick leave, other leave, or any other reason.


 


3.
Other Representations and Acknowledgements. This Supplemental Release is intended to and does settle and resolve all claims
of any nature that Executive might have against the Company arising out of their employment relationship or the termination of
employment or relating to any other matter, except those that cannot be released by law. By signing this Supplemental Release,
Executive acknowledges that he is doing so knowingly and voluntarily, that he understands that he may be releasing claims he may
not know about, and that he is waiving all rights he may have had under any law that is intended to protect him from waiving unknown
claims. Executive warrants that he has not filed any notices, claims, complaints, charges, or lawsuits of any kind whatsoever
against the Company or any of the Releasees as of the date of execution of this Supplemental Release. This Supplemental Release
shall not in any way be construed as an admission by the Company or any of the Releasees of wrongdoing or liability or that Executive
has any rights against the Company or any of the Releasees. Executive represents and agrees that he has not transferred or assigned,
to any person or entity, any claim that he is releasing hereby.


 




    	A-1 



     


    

 


4.
Acknowledgment. The Company hereby advises Executive to consult with an attorney prior to executing this Supplemental Release
and Executive acknowledges and agrees that the Company has advised, and hereby does advise, him of his opportunity to consult
an attorney or other advisor and has not in any way discouraged him from doing so. Executive expressly acknowledges and agrees
that he has been offered at least twenty-one (21) days to consider this Supplemental Release before signing it, that he has read
this Supplemental Release carefully, that he has had sufficient time and opportunity to consult with an attorney or other advisor
of his choosing concerning the execution of this Supplemental Release. Executive acknowledges and agrees that he fully understands
that the Supplemental Release is final and binding, that it contains a full release of all claims and potential claims, and that
the only promises or representations he has relied upon in signing this Supplemental Release are those specifically contained
in the Supplemental Release and the Confidential Separation Agreement to which this Supplemental Release was attached as Exhibit
“A.” Executive acknowledges and agrees that he is signing this Supplemental Release voluntarily, with the full intent
of releasing the Company from all claims covered hereby.


 


5.
Revocation and Effective Date. The Parties agree Executive may revoke the Supplemental Release at will within seven (7)
days after he executes the Supplemental Release (the “Revocation Period”) by giving written notice of revocation to
Company. Such notice must be delivered to ___________, and must actually be received by her at or before the above-referenced
seven-day deadline. The Agreement may not be revoked after the expiration of the seven-day deadline. In the event that Executive
revokes the Supplemental Release within the Revocation Period, this Supplemental Release shall not be effective or enforceable,
and all rights and obligations hereunder shall be void and of no effect. Assuming that Executive does not revoke this Supplemental
Release within the Revocation Period, the effective date of this Supplemental Release (the “Effective Date”) shall
be the eighth (8th) day after the day on which Executive executes this Supplemental Release.


 


The
Parties hereby signify their agreement to these terms by their signatures below.


 


EXECUTIVE


 


	 	 
	 	 	 
	Date:
    	 	 
	 	 	 
	ADVAXIS,
    INC.	 
	 	             	 
	By:
    	 	 
	 	 	 
	Date:
    	 	 


 




    	A-2 



     


    

 





Exhibit
B


 


Outstanding
Stock Options and Restricted Stock Units


 


Share Units (RSU)


 


	Vested	 	 	Unvested	 
	 	29,602	 	 	 	80,250	 



 


Options
(NQ)


 


	Grant Price	 	 	Granted	 	 	Vested	 	 	Unvested	 
		$3.19
                                         USD	 	 	 	100,000	 	 	 	-	 	 	 	100,000	 
	 	 	 	 	 	100,000	 	 	 	-	 	 	 	100,000	 



 




    	B-1