0001144204-12-000714 Sample Contracts

FORM OF NOTE PURCHASE AGREEMENT - SERIES C, TRANCHE 8 -
Note Purchase Agreement • January 5th, 2012 • Advaxis, Inc. • Pharmaceutical preparations • New York

THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the 29th day of January ___, 2012 by and between Advaxis, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and, collectively, the “Investors” and, with respect to a particular Investor, the Investors other than such Investor, the “Other Investors”).

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 5th, 2012 • Advaxis, Inc. • Pharmaceutical preparations

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

ADVAXIS RECEIVES ADDITIONAL FINANCING
Convertible Notes Purchase Agreement • January 5th, 2012 • Advaxis, Inc. • Pharmaceutical preparations

Princeton, NJ – December 30, 2011 – Advaxis, Inc., (OTCBB: ADXS), a leader in developing the next generation of immunotherapies for cancer and infectious diseases, has entered into a definitive Convertible Notes Purchase Agreement (Agreement) with certain accredited investors, for the purchase of the aggregate principal value of approximately $1.2 million of Convertible Promissory Notes (Notes) for an aggregate purchase price of approximately $1.0 million. The closing of the sale of the Notes, under the Agreement, is anticipated to occur on or about January 6, 2012, subject to customary closing conditions.