STANDSTILL AGREEMENT, dated as of November 12, 2004 (this
"Agreement"), by and among Great Expectations and Associates, Inc.,
a Colorado corporation (the "Company"), and the persons listed on
Schedule I attached hereto (collectively, the "Stockholders").
--------------------------------------------------------------------
INTRODUCTION
Certain of the Stockholders are party to a Share Exchange and
Reorganization Agreement, dated as of August 25, 2004 (the "Share Exchange"), by
and among the Company, Advaxis and such Stockholders, pursuant to which (a) the
Company will acquire all of the issued and outstanding shares of capital stock
of Advaxis in exchange for shares of the Company's common stock, and (b) Advaxis
will become as a wholly-owned subsidiary of Company (the "Acquisition");
The Company has entered into that certain Securities Purchase
Agreement, dated as of September 14, 2004 (the "Purchase Agreement"), by and
between the Company and the investors signatory thereto (collectively, the
"Investors"), pursuant to which the Company is offering to sell to the Investors
a minimum of $1,500,000 of its securities and a maximum of $7,000,000 of its
securities (subject to an increase to $10,000,000 at the election of the
Company) (the "Offering");
Pursuant to Section 5.1(k) of the Purchase Agreement, it is a
condition precedent to the Initial Closing (as defined in the Purchase
Agreement) of the Offering that the Stockholders agree in writing not to sell
any of their interests in the Company until such time as there shall have been
filed with and declared effective by the Securities and Commission, a
registration statement in respect of the Shares (as defined in the Purchase
Agreement) purchased by the Investors thereunder.
The Stockholders acknowledge and agree that they will benefit from
the consummation of the Offering and, in order to induce the Company and the
Investors to consummate the Offering contemplated by the Purchase Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the parties hereto agree as follows:
AGREEMENT
SECTION 1. Definitions. Capitalized terms used herein and not
otherwise defined herein shall have the meaning given such terms in the Purchase
Agreement to the extent the same are defined therein.
SECTION 2. Standstill. Each Stockholder agrees not to effect any
sale, transfer or distribution of his, her or its equity securities in the
Company, or any securities convertible into or exchangeable or exercisable for
such securities, during the period from the closing of the Acquisition until the
earlier of (i) the date that a registration statement with respect to the Shares
purchased by the Investors pursuant to the Purchase Agreement has been filed
with and declared effective by the Securities and Exchange Commission and (ii)
the first year anniversary of the date hereof, unless (a) such sale, transfer or
distribution is approved in writing by a Majority of the Investors, and (b) the
transferee of such sold, transferred or distributed securities agrees in writing
to be bound by the terms of this Agreement to the same extent as if they had
originally been a party hereto.
SECTION 3. Further Assurances. Each party agrees to execute such
other documents, instruments, agreements and consents, and take such other
actions as may be reasonably requested by the other parties hereto or by a
Majority of the Investors to effectuate the purposes of this Agreement.
SECTION 4. Miscellaneous.
(a) Notices. Any consent, notice or report required or permitted to
be given or made under this Agreement by one of the parties hereto to the other
shall be in writing, delivered personally or by facsimile (and promptly
confirmed by personal delivery, U.S. first class mail or courier),
internationally recognized courier service, postage prepaid (where applicable),
addressed to such other party at its address indicated below, or to such other
address as the addressee shall have last furnished in writing to the addressor
and (except as otherwise provided in this Agreement) shall be effective upon
receipt by the addressee.
If to the Company: Great Expectations and Associates, Inc.
c/o Advaxis, Inc.
212 Carnegie Center, Suite 206
Princeton, New Jersey 08540
Attn: J. Todd Derbin
Facsimile Number: (609) 497-9299
With a copy to: Reitler Brown & Rosenblatt LLC
800 Third Avenue, 21st Floor
New York, New York 10022
Attn: Gary Schonwald
Facsimile Number: (212) 371-5500
If to a Stockholder: To the address set forth under such Stockholder's
name on the signature page;
(b) Assignment. This Agreement may not be assigned or otherwise
transferred, nor, except as expressly provided hereunder, may any right or
obligations hereunder be assigned or transferred by either party without the
prior written consent of the other party. Any permitted assignee shall assume
all obligations of its assignor under this Agreement.
(c) Headings. The captions to the several Articles and Sections
hereof are not a part of this Agreement, but are merely guides or labels to
assist in locating and reading the several Articles and Sections hereof.
(d) Severability. If one or more provisions of this Agreement be or
become invalid, the parties hereto shall substitute, by mutual consent, valid
provisions for such invalid provisions which valid provisions in their economic
effect are sufficiently similar to the invalid provisions that it can be
reasonably assumed that the parties would have entered into this Agreement with
such provisions. In case such provisions cannot be agreed upon, the invalidity
of one or several provisions of this Agreement shall not affect the validity of
this Agreement as a whole, unless the invalid provisions are of such essential
importance to this Agreement that it is to be reasonably assumed that the
parties would not have entered into this Agreement without the invalid
provisions.
(e) Waiver. The waiver by either party hereto of any right hereunder
or the failure to perform or of a breach by the other party shall not be deemed
a waiver of any other right hereunder or of any other breach or failure by said
other party whether of a similar nature or otherwise.
(f) Entire Agreement. This Agreement is the agreement referred to in
Section 5.1(k) of the Purchase Agreement and, together with the Purchase
Agreement, contains the entire understanding of the parties with respect to the
subject matter hereof. All express or implied agreements and understandings,
either oral or written, heretofore made are expressly superseded by this
Agreement. This Agreement may be amended, or any term hereof modified, only by a
written instrument duly executed by both parties hereto and the written consent
of a Majority of Investors. No prior drafts of this Agreement may be used in the
construction or interpretation of this Agreement.
(g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
ANY CHOICE OR CONFLICT OF LAWS PROVISIONS).
(h) CONSENT TO JURISDICTION. EACH OF THE PARTIES HEREBY IRREVOCABLY
AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF ANY FEDERAL OR STATE COURT OF
NEW YORK SITTING IN NEW YORK CITY AND IRREVOCABLY AGREES THAT ALL ACTIONS OR
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE LITIGATED EXCLUSIVELY IN SUCH COURTS. EACH OF THE
PARTIES AGREES NOT TO COMMENCE ANY LEGAL PROCEEDING RELATED HERETO EXCEPT IN
SUCH COURT. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING IN ANY
SUCH COURT AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES
NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
(i) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT.
(j) Third Party Beneficiaries. The Investors shall be deemed third party
beneficiaries to this Agreement and shall be entitled to rely on the terms and
provisions hereof as if party hereto.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement in a manner legally binding upon them as of the date first above
written.
GREAT EXPECTATIONS AND ASSOCIATES, INC.
BY____________________________
NAME:
TITLE:
OPEN VENTURES, LLC
BY: ________________________
NAME:
TITLE:
ADDRESS: c/o Roni Appel
22 Ruth Lane
Demarest, NJ 07627
THE TRUSTEES OF THE
UNIVERSITY OF PENNSYLVANIA
BY:________________________
NAME:
TITLE:
ADDRESS: University Of Pennsylvania
Transfer
3160 Chestnut Street
Suite 200
Philadelphia, PA 19104
CRESTWOOD, LLC
BY:________________________
NAME:
TITLE:
ADDRESS: 109 Boulevard Drive
Danbury, CT 06810
FLAMM FAMILY PARTNERS, LP
BY:________________________
NAME:
TITLE:
ADDRESS: c/o Scott Flamm
70 West Road
Short Hills, NJ 07078
TRINITA LLC
BY:________________________
NAME:
TITLE:
ADDRESS: c/o Morten Kielland,
22 Painters Lane,
Chesterbrook, PA 19087
___________________________
YVONNE PATERSON
ADDRESS: 323 Johnson Pavilion
36th St. and Hamilton Walk
Philadelphia, PA 19104_6076
___________________________
JAMES PATTON
ADDRESS: c/o Millennium Oncology
Management
250 West Lancaster Avenue
Suite 100
Paoli, PA 19301
___________________________
RONI APPEL
ADDRESS: 22 Ruth Lane
Demarest, NJ 07627
___________________
WILLIAM KAHN
ADDRESS: 7903 Long Meadow Road
Baltimore, MD 21208
___________________________
RICHARD YELOVICH
ADDRESS: C/O Millennium Oncology
Management
250 West Lancaster Avenue
Suite 100
Paoli, PA 19301
___________________________
CHARLES KWON
ADDRESS: 834 Monroe Street
Evanston, IL 60202
___________________________
TRACY YUN
ADDRESS: 90 LaSalle Street
Apt. #13G
New York, NY 10027
___________________________
THOMAS MCKEARN
ADDRESS: 6040 Lower Mountain Road
New Hope, PA 18938
___________________________
J. TODD DERBIN
CARMEL VENTURES, INC.
BY: ________________________
NAME: RONI APPEL
TITLE:
ADDRESS: 22 Ruth Lane
Demarest, NJ 07627
CRESTWOOD HOLDINGS, LLC
BY:________________________
NAME:
TITLE:
ADDRESS: c/o Ran Nizan
109 Boulevard Drive
Danbury, CTO 06810
__________________________
ADELE PFENNINGER
ADDRESS: 12 Spring Brook Road
Annandale, NJ 08801
________________________
EUGENE MANCINO
ADDRESS: Blau Mancino
12 Roszel Road
Suite C-101
Princeton, NJ 08540
________________________
ITAI PORTNIO
ADDRESS: 26 Yakinton Street
Haifa, Israel 34406
_______________________
KELLY PROPPER
ADDRESS: 59 Horatio Street
New York, NY 10015
________________________
MORDECHAI MASHIACH
ADDRESS: 8 Shlomzion Hamalka
Haifa, Israel 33406
3701 LIMITED PARTNERSHIP
BY:________________________
NAME:
TITLE:
ADDRESS:
CORNUCOPIA PHARMACEUTICALS, INC.
BY:________________________
NAME:
TITLE:
ADDRESS:
___________________________
JAMES PAUL
ADDRESS:
___________________________
MARILYN MANDELL
ADDRESS: 5257 Fountains Dr. South
Apt. 304
Lake Worth, FL 33467
___________________________
CATHERINE JANUS
ADDRESS: 4817 Creak Drive
Western Spring, IL 60558
___________________________
JONAS GROSSMAN
ADDRESS: 59 Horatio Street
New York, NY 10014
___________________________
MARY ANN RYAN FRANCIS
ADDRESS:1115 Beanaqt Ave.
Seaside Park, NJ 08752
___________________________
GINA FERARRI
ADDRESS: 36 Stone Run Road
Bedmingter, NJ 07921
___________________________
CHAIM CYMERMAN,
ADDRESS:
___________________________
PEGGY FERN
ADDRESS: 1548 Herlong Court
Rock Hill, SC 29732
___________________________
SCOTT FLAMM
ADDRESS: 70 West Road
Short Hills, NJ 07078
___________________________
LILLIAN FLAMM
ADDRESS: c/o Scott Flamm
70 West Road
Short Hills, NJ 07078
SCHEDULE I
----------
Open Ventures, LLC
The Trustees of the University of Pennsylvania
Yvonne Paterson
Crestwood, LLC
Flamm Family Partner, LP
James Patton
Roni Appel
William Kahn
Trinita LLC
Richard Yelovich
Charles Kwon
Tracy Yun
Thomas McKearn
J. Todd Derbin
Crestwood Holdings, LLC
Marilyn Mendell
Scott Flamm
Jonas Grossman
Lillian Flamm
Kelly Propper
Gina Ferarri
Adele Pfenninger
Peggy Fern
Eugene Mancino
James Paul
Catherine Janus
Mary Ann Ryan Francis
Mordechai Mashiach
Itai Portnio
Cornucopia Pharmaceuticals, Inc.
3701 Limited Partnership
Chaim Cymerman