Gary B. Gordon - 19 Jan 2023 Form 4 Insider Report for Old Ayala, Inc

Footnote F1

This Form 4 reports securities disposed of pursuant to the terms of that certain Agreement and Plan of Merger, dated October 18, 2022, by and among Ayala Pharmaceuticals, Inc. ("Ayala"), Advaxis, Inc. ("Advaxis"), and DOE Merger Sub, Inc., a wholly owned subsidiary of Advaxis (the "Merger Agreement"). The acquisition is more fully described in Ayala's definitive proxy statement filed with the Securities and Exchange Commission on December 12, 2022. In accordance with the terms of the Merger Agreement, each share of Ayala's common stock (the "Ayala Common Stock"), including restricted stock, was cancelled and converted into the right to receive 0.1874 shares (the "Exchange Ratio") of Advaxis common stock (the "Advaxis Common Stock").

Footnote F2

All Ayala restricted stock awards that were outstanding immediately prior to the effective time of the merger were substituted and converted automatically into the right to receive a number of shares of restricted Advaxis Common Stock equal to the Exchange Ratio, subject to the terms and conditions applicable to the corresponding Ayala restricted stock awards. These shares consist of two grants of restricted stock which vest or vested as follows: (i) 8,520 shares granted on January 4, 2021 vesting quarterly over four years; and (ii) 50,000 shares granted on May 16, 2022 vesting quarterly over three years.

Footnote F3

Each outstanding option to purchase Ayala Common Stock (each an "Ayala Option") was substituted and converted automatically into an option (each, an "Advaxis Replacement Option") to purchase the number of shares of Advaxis Common Stock equal to the product obtained by multiplying (a) the number of shares of Ayala Common Stock subject to such Ayala Option immediately prior to the effective time of the merger, by (b) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share, with each such Advaxis Replacement Option to have an exercise price per share of Advaxis Common Stock equal to (x) the per share exercise price for the shares of Ayala Common Stock subject to the corresponding Ayala Option immediately prior to the effective time of the merger, divided by (y) the Exchange Ratio, rounded up to the nearest whole cent. The term, exercisability and other provisions of each Advaxis Replacement Option generally remains the same as the corresponding Ayala Option.

Footnote F4

This option vests or vested and becomes or became exercisable as to 17,750 of the underlying shares of common stock on August 1, 2020 and as to the remainder of the shares in 12 equal quarterly installments thereafter.

Footnote F5

This option vests or vested and becomes or became exercisable in sixteen substantially equal quarterly installments following the grant date, such that the option shall be fully vested on January 4, 2025.

Footnote F6

This option vests or vested and becomes or became exercisable in sixteen substantially equal quarterly installments following the grant date, such that the option shall be fully vested on January 3, 2026.