EXHIBIT 4.1
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$[____________]
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[______ __], 20[__]
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ADVAXIS,
INC.
FORM OF SENIOR PROMISSORY
NOTE
Maturity Date: February 15,
2009
THIS SENIOR
PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ SECURITIES ACT ”), OR
ANY STATE SECURITIES LAW. NO SALE, TRANSFER, PLEDGE OR ASSIGNMENT
OF THIS SENIOR PROMISSORY NOTE SHALL BE VALID OR EFFECTIVE UNLESS
(A) SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE STATE SECURITIES LAW, OR (B) SUCH TRANSFER IS MADE
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND OF ANY APPLICABLE STATE SECURITIES
LAW.
FOR VALUE RECEIVED, Advaxis, Inc., a Delaware
corporation (the “ Company ”), promises to pay
to Thomas A. Moore, the joint registered holder or registered
assigns hereof (the “ Holder ”), the principal
amount of [AMOUNT IN WORDS] ($_________), payable on February, 2009
(the “ Maturity Date ”), or such earlier date as
required by Section 2 hereof, together with interest on the
outstanding principal amount of this Note, accruing at the rate of
twelve percent (12%) per annum, compounded quarterly, commencing on
the date hereof, subject to Section 2 hereof. All interest shall be
calculated on the basis of a 360-day year counting the actual days
elapsed. Accrued interest shall be payable upon the maturity of
this Note and at the time of any prepayment, as provided below.
Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Note Purchase Agreement,
dated as of the date hereof, between the Company and the Holder
(the “ Note Purchase Agreement ”).
1. Payments and Prepayments .
(a) Payments of principal and interest on this Note
shall be made at the Holder’s address as set forth in the
Note Purchase Agreement, or such other place or places as may be
specified by the Holder of this Note in a written notice to the
Company.
(b) Payments of principal and interest on this Note
shall be made in lawful money of the United States of America by
wire transfer of immediately available funds so as to be received
by the Holder on the due date of such payment.
(c) If any payment on this Note becomes due and
payable on a Saturday, Sunday or other day on which commercial
banks in New York, New York are authorized or required by law to
close, the maturity thereof shall be extended to the next
succeeding business day and, with respect to payments of principal,
interest thereon shall be payable during such extension.
(d) This Note may be prepaid in whole or in part at
the option of the Company at any time prior to the Maturity Date.
Accrued interest on any amount of principal prepaid shall be due
and payable at the time of such prepayment.
2. Events of Default . In the event that any one or more of the
following occurs (each, an “ Event of Default
”):
(i) the Company defaults in the payment of
principal on the date due or defaults in the payment of interest
required to be made on this Note and such default in
