Agreement to Amend Warrant between SF Capital Partners, Ltd. and Alfacell Corporation (July 17, 2006)

Summary

SF Capital Partners, Ltd. and Alfacell Corporation have agreed to amend a warrant originally held by SF Capital to purchase 189,585 shares of Alfacell's common stock. The amendment reduces the exercise price to $2.88 per share and delays exercisability until six months after the closing date of a related securities purchase agreement. A new warrant reflecting these changes will be issued, and the original warrant will be cancelled. The terms of this amendment will be publicly disclosed in a Form 8-K filing.

EX-4.5 6 y23343exv4w5.txt AGREEMENT TO AMEND SF CAPITAL WARRANT Exhibit 4.5 AGREEMENT TO AMEND WARRANT This Agreement is dated as of July 17, 2006, by and between SF Capital Partners, Ltd. ("SF Capital") and Alfacell Corporation (the "Company"). The undersigned hereby agree as follows: 1. In connection with the Securities Purchase Agreement (the "Purchase Agreement") dated as of the date hereof by and among the Company and the purchasers of securities (the "Purchasers") that are a party thereto (including affiliates of SF Capital), the Company and SF Capital have agreed to amend the terms of a warrant to purchase 189,585 shares of the Company's common stock held by SF Capital (the "Original Warrant"). 2. The Original Warrant shall be amended to reflect the following: - The exercise price per share of Company common stock will be reduced to $2.88 per share. - The Warrant will not be exercisable until six months from the Closing Date (as defined in the Purchase Agreement). Otherwise, the terms of the Original Warrant shall remain the same. 3. On the Closing Date, The Company will issue a new warrant to SF Capital to reflect the amended terms (the "Amended Warrant"). SF Capital shall return the Original Warrant to the Company as soon as practicable and upon receipt, it will be cancelled and destroyed. In the event SF Capital does not return the Original Warrant to the Company, it shall be deemed cancelled; and, provided further, that whether or not the Original Warrant is returned, the books and records of the Company shall be updated to reflect the cancellation of the Original Warrant and the issuance of the Amended Warrant. 4. SF Capital acknowledges that the terms of the Purchase Agreement and this Agreement will be disclosed on a Form 8-K to be filed by the Company (the "8-K"). SF Capital consents to the disclosure of such terms, including the identification of SF Capital as a Purchaser in the 8-K. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. SF CAPITAL PARTNERS, LTD. By: ------------------------------------ Name: ---------------------------------- Its: ----------------------------------- AGREED AND ACCEPTED: ALFACELL CORPORATION By: /s/ Kuslima Shogen --------------------------------- Name: Kuslima Shogen Its: Chief Executive Officer 2