0001144204-11-050832 Sample Contracts

FORM OF COMMON STOCK PURCHASE WARRANT ADVAXIS INC.
Advaxis, Inc. • August 31st, 2011 • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on ___________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Advaxis, Inc. a Delaware corporation (the “Company”), up to _________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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EXCHANGE AND AMENDMENT AGREEMENT
Exchange and Amendment Agreement • August 31st, 2011 • Advaxis, Inc. • Pharmaceutical preparations • New York

EXCHANGE AGREEMENT (the “Agreement”) is made as of the 29th day of August, 2011 by and between Advaxis, Inc., a Delaware corporation (the “Company”), and the purchaser (the “Investor”).

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