Exhibit 10.27
ALFACELL CORPORATION
PURCHASE AGREEMENT FOR
COMMON STOCK
Alfacell Corporation
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Kuslima Shogen, Chairman
and Chief Executive Officer
Dear Ms. Shogen:
The undersigned acknowledges that there is no minimum proceeds
requirement for the closing of this Offering, the Company may close only on the
undersigned's investment and such investment may be inadequate to meet the
Company's cash requirements. The Company intends to utilize the proceeds of this
offering for general corporate purposes.
The undersigned hereby subscribes to purchase 112,000 shares of Common
Stock, $.001 par value per share (the "Shares") of Alfacell Corporation, a
Delaware corporation (the "Company") at a cost of $4.50 per share. The Shares
are being sold in a transaction exempt from registration under the Securities
Act of 1933, as amended (the "Act"). The undersigned tenders herewith $504,000
in full payment of the purchase price for the 112,000 Shares to which the
undersigned subscribes (in the manner indicated on the signature page hereof).
The undersigned understands that the right to transfer all or any part
of the Shares (hereinafter sometimes collectively referred to as the
"Securities") will be restricted. The undersigned may not transfer the
Securities unless they are registered under the Act and applicable state
securities or "blue sky" laws, or an exemption from such registration is
available. The undersigned recognizes that the Company shall have no obligation
to register the Securities, except as set forth herein.
The undersigned hereby represents, warrants and covenant that:
1. The undersigned is acquiring the Shares for the undersigned's own
account for investment and not with a view towards distribution. The undersigned
will not sell, hypothecate, transfer or otherwise dispose of the Securities,
unless such transaction has been registered under the Act or, in the opinion of
counsel for the Company, an exemption from registration is available.
2. (i) Please check here if the representation contained in this paragraph
2(i) is applicable to the undersigned _____________. (A) If an individual, (a)
the undersigned's individual net worth or joint net worth with the undersigned's
spouse exceeds $1,000,000 as of
the date hereof, or (b) the undersigned's individual income has been in excess
of $200,000 in each of 1995 and 1994 and is expected to be in excess of $200,000
in 1996, or (c) the undersigned's joint income with the undersigned's spouse has
been in excess of $300,000 in each of 1995 and 1994 and is expected to be in
excess of $300,000 in 1996; or (B) if a corporation, partnership, or other
entity, the foregoing representation applies to all of the equity owners of the
corporation, partnership, or entity.
(ii) If a corporation, partnership, or other entity, was such
a corporation, partnership , or other entity formed for the specific purpose of
acquiring the Shares?______Yes_____No
(iii) If the answer to 2(ii) is yes, how many equity owners does the
corporation partnership or entity have?_______
3. Whether or not the representation contained in paragraph 2(i) is
applicable to the undersigned, the undersigned has adequate means of providing
for the undersigned's current needs and possible contingencies and has no need
for liquidity of the Shares. The undersigned's overall commitment to investments
is not disproportionate to the undersigned's net worth, and acquisition of the
Shares will not cause such overall commitment to become excessive. Prior to the
execution hereof, the undersigned has received and had the opportunity to
review, examine and read all documents, records and books pertaining to this
investment, including the Company's Annual Report on Form 10-K for the fiscal
year ended July 31, 1996, the Company's Quarterly Reports on Form 10-QSB for
each of the two quarterly periods subsequent to the fiscal year ended July 31,
1996 and a copy of the Company's Proxy Statement as distributed to its
stockholders in connection with the annual meeting of stockholders which was
held on November 21, 1996 (collectively, the "Disclosure Documents").
4. The undersigned is knowledgeable and experienced in financial and
business matters. The undersigned recognizes and is fully cognizant of the fact
that the investment contemplated hereby involves a high degree of risk. The
undersigned is able to evaluate the merits and risks of an investment in the
Shares. The undersigned has been given an opportunity to ask questions of, and
receive answers and obtain information from, representatives of the Company
concerning the Company.
5. The undersigned has been given no oral or written representations or
assurances by the Company or any other person acting or purporting to act on
behalf of the Company in connection with the acquisition of the Shares, in each
case except as provided herein or in the Disclosure Documents.
6. The undersigned understands and specifically acknowledges and agrees
that since the Shares have not been registered under the Act, the certificates
representing the Securities will bear a legend to such effect and a stop
transfer order will be placed on the Securities in the Company's transfer books.
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7. By its acceptance hereof, the Company hereby agrees that no later
than July 31, 1997, the Company shall use its best efforts to file a
registration statement (the "Registration Statement") under the Act to register
the resale of the Shares. The Company further agrees to use its best efforts to
cause such Registration Statement to become effective.
In connection with the Registration Statement, the undersigned
shall provide the Company, from time to time, as reasonably requested by the
Company, written information concerning its ownership of the Company's Shares,
their intentions concerning the sale of its Shares and such other matters as are
required in order to enable the Company to prepare, file and obtain the
effectiveness of such Registration Statement. Notwithstanding any of the
foregoing, the Company shall not be required to maintain the effectiveness of
the Registration Statement for more than three (3) years after the initial
effective date thereof.
In connection with any such registration of Shares, the
Company shall supply a reasonable number or prospectuses to the undersigned, use
its best efforts to qualify the Shares for sale in the states of New York and
New Jersey and furnish indemnification in the manner set forth below.
The Company shall bear the entire cost and expense of any such
Registration hereunder. Notwithstanding the foregoing, the undersigned shall
bear the fees of all persons retained by it, such as counsel and accountants,
and any transfer taxes or underwriting discounts or commissions applicable to
the Shares sold by it pursuant to the Registration Statement.
The Company shall indemnify and hold harmless each holder of
Shares that are registered pursuant to the Registration Statement and each
underwriter, within the meaning of the Act, who may purchase from or sell for
any such holder any such Shares and each person, if any, who controls any such
holder or underwriter within the meaning of the Act, from and against any and
all losses, claims, damages and liabilities caused by any untrue statement of a
material fact contained in the Registration Statement or any post-effective
amendment thereto or any prospectus included therein required to be filed or
furnished in connection therewith or caused by any omission to state therein a
material fact required to be stated therein in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission based upon information furnished
or required to be furnished in writing to the Company by such holder or
underwriter expressly for use therein; provided, however, that such holder or
underwriter shall indemnify the Company, its directors, each officer signing the
Registration Statement and each person, if any, who controls the Company within
the meaning of the Act, from and against any and all losses, claims, damages and
liabilities caused by any untrue statement of a material fact contained in any
Registration Statement or any post-effective amendment thereto or any prospectus
included therein required to be filed or furnished pursuant thereto or caused by
any omission to state therein a material fact required to be stated therein in
order to make the statements made therein, in light of the circumstances under
which they were made, not misleading, insofar as such losses, claims, damages or
liabilities are caused
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by any untrue statement or omission based upon information furnished in writing
to the Company by any such holder or underwriter expressly for use therein.
If the indemnification provided for herein from either the holder of
the Shares or the Company is unavailable to an indemnified party (the
"Indemnitee") hereunder in respect of any losses, claims, damages or liabilities
(or actions in respect thereof) referred to herein, then the party responsible
for such indemnification (the "Indemnitor"), in lieu of indemnifying the
Indemnitee, shall contribute to the amount paid or payable by the Indemnitee as
a result of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect the relative fault of the Indemnitor and Indemnitee in
connection with the actions which resulted in such losses, claims, damages or
liabilities (including legal or other fees and expenses reasonably incurred in
connection with any investigation or proceeding) as well as any other equitable
considerations.
If indemnification is available, the Indemnitor shall indemnify each
Indemnitee to the full extent provided for herein without regard to the relative
fault of the Indemnitor, the Indemnitee or any other equitable consideration
provided for hereunder.
After the Registration Statement becomes effective and in connection
with the sale of the Shares under such Registration Statement, the undersigned
shall take such steps as may be necessary to ensure that the offer and sale
thereof are in compliance with the requirements of the federal securities laws,
including, but not limited to, compliance with the anti-manipulation
requirements of the Securities Exchange Act of 1934, as amended.
By its acceptance hereof, the Company hereby acknowledges that the
foregoing accurately reflects its understanding concerning the transaction
contemplated hereby.
Very truly yours,
/s/ XXXXXXX XXXXX
-----------------
(Signature)
Xxxxxxx Xxxxx, Vice President
Please type or print name
(and title if applicable)
Name & Address (as it
should appear on
certificates):
Digital Creations Inc.
X.X. Xxx 0000
- 0 -
Xxxxxx, Xxx Xxxxxx 00000
00-0000000
Social Security Number or
Taxpayer Identification Number
(H) (W)201-784-4444
Telephone Numbers
3-3-97
As of date
112,000
Number of Shares
504,000
Amount of Subscription
(U.S. Dollars)
ACCEPTED AND AGREED: Deliver to Address: (if
ALFACELL CORPORATION different from above)
-------------------------
/s/ KUSLIMA SHOGEN _________________________
------------------
Name: Kuslima Shogen
Title: Chairman and CEO
