ALFACELL CORPORATION AMENDMENT TO INVESTOR RIGHTS AGREEMENT February 26, 2010
Exhibit 10.3
ALFACELL
CORPORATION
AMENDMENT
February
26, 2010
This Amendment (this “Amendment”) to that
certain Investor Rights Agreement dated as of October 19, 2009 (the “Agreement”) by and
among Alfacell Corporation, a Delaware corporation (the “Company”) and the
Purchasers. Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Agreement.
RECITALS
Whereas,
the Company and the Purchasers wish to amend the Agreement to extend the Filing
Deadline and Effectiveness Deadline in accordance with Section 6(f) of the
Agreement.
AGREEMENT
Now,
Therefore, in consideration of the foregoing, and the representations,
warranties, covenants and conditions set forth below, the Company and the
Purchasers, intending to be legally bound, hereby agree as follows:
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I.
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AMENDMENTS
TO THE AGREEMENT.
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A. The
definition of “Effectiveness Deadline” in Section 1 of the Agreement is hereby
amended to read in its entirety as follows:
“Effectiveness Deadline”
means, with respect to the Initial Registration Statement or the New
Registration Statement, the ninetieth (90th)
calendar day (or, in the event the Commission reviews and has written comments
to the Initial Registration Statement or the New Registration Statement, the one
hundred twentieth (120th)
calendar day following Filing Deadline); provided, however, that if
the Company is notified by the Commission that the Initial Registration
Statement or the New Registration Statement will not be reviewed or is no longer
subject to further review and comments, the Effectiveness Deadline as to such
Registration Statement shall be the fifth (5th)
Trading Day following the date on which the Company is so notified if such date
precedes the dates otherwise required above; provided, further, that if
the Effectiveness Deadline falls on a Saturday, Sunday or other day that the
Commission is closed for business, the Effectiveness Deadline shall be extended
to the next Business Day on which the Commission is open for
business. With respect to any Remainder Registration Statement, the
Effectiveness Deadline shall be the 90th calendar day following the date that
the Company is eligible to file such Remainder Registration Statement pursuant
to SEC Guidance (or, in the event the Commission reviews and has written
comments to the Remainder Registration Statement, the 120th calendar day
following the date that the Company is eligible to file such Remainder
Registration Statement pursuant to SEC Guidance); provided, however, that if the
Company is notified by the Commission that the Remainder Registration Statement
will not be reviewed or is no longer subject to further review and comments, the
Effectiveness Deadline as to such Remainder Registration Statement shall be the
fifth (5th) Trading Day following the date on which the Company is so notified
if such date precedes the dates otherwise required above; provided, further,
that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that
the Commission is closed for business, the Effectiveness Deadline shall be
extended to the next Business Day on which the Commission is open for
business.”
B. The
definition of “Filing Deadline” in Section 1 of the Agreement is hereby amended
to read in its entirety as follows:
“Filing Deadline” means, with
respect to the Initial Registration Statement required to be filed pursuant to
Section 2(a),
May 1, 2010. With respect to any Remainder Registration Statement,
the Filing Deadline shall be the 30th calendar day following the date that the
Company is eligible to file such Remainder Registration Statement pursuant to
SEC Guidance, provided, however, that if the Filing Deadline falls on a
Saturday, Sunday or other day that the Commission is closed for business, the
Filing Deadline shall be extended to the next business day on which the
Commission is open for business.”
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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 Agreement 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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