0001144204-05-001449 Sample Contracts

Contract
Advaxis, Inc. • January 18th, 2005 • Non-operating establishments

NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 18th, 2005 • Advaxis, Inc. • Non-operating establishments • New York

This Registration Rights Agreement (this "Agreement") is made and entered into by and among Advaxis, Inc., a Colorado corporation (the "Company"), and the investors and other persons and entities signatory hereto (each an "Investor" and collectively, the "Investors"), as of January 12, 2005.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 18th, 2005 • Advaxis, Inc. • Non-operating establishments • New York

This Securities Purchase Agreement (this "Agreement"), dated as of January 12, 2005, is between Advaxis, Inc., a Colorado corporation (the “Company”), and Harvest Advaxis LLC (the “ Investor”).

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