0001144204-11-060770 Sample Contracts

FORM OF NOTE PURCHASE AGREEMENT - SERIES C, TRANCHE 7 -
Form of Note Purchase Agreement • November 2nd, 2011 • Advaxis, Inc. • Pharmaceutical preparations • New York

THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the 28th day of October 2011 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”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 2nd, 2011 • Advaxis, Inc. • Pharmaceutical preparations

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 28, 2011, 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”).

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