ALFACELL CORPORATION AMENDMENT TO EACH 5% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE February 26, 2010
Exhibit 10.2
ALFACELL
CORPORATION
AMENDMENT
TO
EACH
5%
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
February
26, 2010
This Amendment (this “Amendment”) to each
5% Senior Secured Convertible Promissory Note (each a “Note” and
collectively, the “Notes”) issued by
Alfacell Corporation, a Delaware corporation (the “Company”) pursuant to
that certain Securities Purchase Agreement dated as of October 19, 2009, to the
holders thereof (collectively, the “Holders”), is made
and entered into as of February 26, 2010, by and among the Company and the
Holders. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Notes.
RECITALS
Whereas,
the Company and the Holders wish to amend the Notes to extend the Meeting
Deadline to May 1, 2010 in accordance with Section 5 of each Note.
AGREEMENT
Now,
Therefore, in consideration of the foregoing, and the representations,
warranties, covenants and conditions set forth below, the Company and each
Holder, intending to be legally bound, hereby agree as follows:
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I.
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AMENDMENT
TO THE NOTES.
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Section 2(A)(vii) of each Note is
hereby amended to read in its entirety as follows:
“(vii). Stockholder Approval.
The Company shall (a) provide each stockholder entitled to vote at the
next meeting of stockholders of the Company, which meeting shall occur on or
before May 1, 2010 (the “Meeting Deadline”), a proxy statement, soliciting each
stockholder’s affirmative vote at such meeting for approval of an increase in
the number of authorized shares of common stock of the Company from 100,000,000
to at least 130,593,678 (such affirmative vote being referred to as the
“Stockholder Approval”), (b) use its best efforts to obtain the Stockholder
Approval no later than the Meeting Deadline, and (c) within 2 business days
following receipt of the Stockholder Approval, cause an amendment to its
Certificate of Incorporation reflecting the approved increase in the authorized
shares of Common Stock (such amendment, the “Certificate of Amendment”) to be
filed with the Secretary of State of the State of Delaware; provided that the
above stated obligations shall be subject to and conditioned upon the Payee’s
compliance with the covenants set forth in Section 5(c) of the Securities
Purchase Agreement.”
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II.
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GENERAL.
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A. Except
as effected by this Amendment, the terms and provisions of the Notes shall
remain unchanged and in full force and effect.
B. This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
C. This
Amendment shall be governed by and construed under the laws of the State of New
York as applied to agreements among New York residents, made and to be performed
entirely within the State of New York, without giving effect to conflicts of
laws principles.
D. The
titles and subtitles used in this Amendment are used for convenience only and
are not to be considered in construing or interpreting this
Amendment.
[SIGNATURE
PAGES FOLLOW]
The
parties have executed this Amendment as of the date first written
above.
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ALFACELL
CORPORATION
By: /s/ Xxxxxxx Xxxxx
Name:
Xxxxxxx Xxxxx
Title:
President, Chief Executive Officer and Chief Financial
Officer
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The
parties have executed this Amendment as of the date first written
above
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PURCHASERS:
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/s/ Xxxxxxx Xxxxx
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___________________________________
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Xxxxxxx
Xxxxx
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Xxxxxxx
X. Xxxx
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EUROPA INTERNATIONAL, INC.
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___________________________________
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Xxxxxxx
X. Xxxxxxxx
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By:
/s/
Xxxx Xxxxx
Name:
Xxxx Xxxxx
Title:
Xxxxx Capital Management, Investment
Manager
for Europa International, Inc.
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___________________________________
Xxxxx
X. XxXxxx
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UNILAB LP
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By:____________________________________
Name:
F. Xxxxxxx Xxxxxxxx
Title:
Director, Unilab GP Inc., General Partner for Unilab LP
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XXXX X. XXXXXX TRUST DECLARATION DECLARED OCTOBER 20,
2008
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By:____________________________________
Name:
Xxxx X. XxXxxx
Title:
Trustee
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THE XXXXXXX X. XXXXXX LIVING TRUST
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By:____________________________________
Name:
Xxxxxxx X. XxXxxx
Title:
Trustee and Grantor
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