ex10-3.htm


    Exhibit 10.3

     

     

    
      ALFACELL
CORPORATION

      


      AMENDMENT

      TO
INVESTOR RIGHTS AGREEMENT

      


      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:

      


      
        	
                I.

              	
                AMENDMENTS
      TO THE AGREEMENT.

              


      

      


      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.”

      


      
        	
                II.

              	
                GENERAL.

              


      

       

      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.

       

      
        	
                ALFACELL
      CORPORATION

                 

                By:       /s/ Charles Muniz

                Name: 
      Charles Muniz

                Title:   
      President, Chief Executive Officer and Chief Financial
    Officer

              


         

      

      


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


       

      The
parties have executed this Amendment as of the date first written
above

    

     

     

    
      
        	
                PURCHASERS:

              	 
      
	 
      	 
      
	
                /s/ Charles
      Muniz

              	
                ___________________________________

              
	
                Charles
      Muniz

              	
                Colleen
      A. Lowe

              
	 
      	 
      
	 
      	 
      
	
                EUROPA INTERNATIONAL, INC.

              	
                ___________________________________

              
	 
      	
                Corinne
      M. Poquette

              
	
                By: /s/ Fred
      Knoll

                Name:
      Fred Knoll

                Title:
      Knoll Capital Management, Investment

                Manager
      for Europa International, Inc.

              	
                 

                 

                ___________________________________

                David
      J. McCash

              
	 
      	 
      
	 
      	 
      
	
                UNILAB LP

              	 
      
	 
      	 
      
	
                By:____________________________________

                Name:
      F. Patrick Ostronic

                Title:
      Director, Unilab GP Inc., General Partner for Unilab LP

              	 
      
	 
      	 
      
	 
      	 
      
	
                MARY M. MCCASH TRUST DECLARATION DECLARED OCTOBER 20,
      2008

              	 
      
	 
      	 
      
	
                By:____________________________________

                Name:
      Mary M. McCash

                Title:
      Trustee

              	 
      
	 
      	 
      
	 
      	 
      
	
                THE MICHAEL J. MCCASH LIVING TRUST

              	 
      
	 
      	 
      
	
                By:____________________________________

                Name:
      Michael J. McCash

                Title:
      Trustee and Grantor