ex10-1.htm


    Exhibit 10.1

     

    
      ALFACELL
CORPORATION

      


      AMENDMENT

      TO
SECURITIES PURCHASE AGREEMENT

      


      February
26, 2010

      


      This Amendment (this “Amendment”) to that
certain Securities Purchase Agreement dated as of October 19, 2009 (the “Agreement”) by and
among Alfacell Corporation, a Delaware corporation (the “Company”) and the
investors identified on the signature pages thereto (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
deadline for which the Company shall seek stockholder approval for the
Certificate of Amendment until April 1, 2010 in accordance with Section 10(g) 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.

              	
                AMENDMENT
      TO THE AGREEMENT.

              


      

      


      Section 5(c) of the Agreement is hereby
amended to read in its entirety as follows:

      


      “(c).           Reservation of
Shares.  The Company shall reserve out of its authorized and
unissued Common Stock a number of shares of Common Stock equal to the numbers of
shares issuable upon conversion of the Notes and exercise of the Warrants (the
“Required
Reserve Amount”) for issuance upon any such conversion or
exercise.  If at any time while the Notes or Warrants remain
outstanding the Company does not have a sufficient number of authorized and
unreserved shares of Common Stock to satisfy its obligation to reserve the
Required Reserve Amount, then the Company shall use its best efforts to increase
the Company’s authorized shares of Common Stock to an amount sufficient to allow
the Company to reserve the Required Reserve Amount for the Notes and Warrants
then outstanding.  It is acknowledged by each Purchaser that (i) the
Company will not have a sufficient number of authorized and unreserved shares of
Common Stock to satisfy its obligation to reserve the Required Reserve Amount as
of the Closing Date and (ii) the Company will be required to obtain a vote of
its stockholders holding a majority of its outstanding Common Stock to approve
an amendment to its certificate of incorporation (the “Certificate of
Amendment”) to increase its authorized Common Stock.  It is
understood and agreed that the Company will seek, through the distribution of
proxies, stockholder approval of the Certificate of Amendment on or prior to
April 1, 2010.  It is hereby agreed to by each Purchaser that in
connection with such stockholder approval, each such Purchaser shall (i) take
all reasonable actions and use its best efforts to cause the Company to hold a
meeting of its stockholders to approve the Certificate of Amendment, including
causing the Purchaser’s Board Designee (as defined below), as applicable, to
recommend that the Company’s stockholders approve the Certificate of Amendment
and (ii) cause all shares owned by such Purchaser, including shares owned by
such Purchaser’s affiliates, representatives and family members, to be voted in
favor of the Certificate of Amendment.”

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                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