ADVISORY AND CONSULTING AGREEMENT
This Advisory and Consulting Agreement (the "Agreement"), effective as of
the 22nd day of January, 1999, by and between SENESCO TECHNOLOGIES, INC., a
Delaware corporation having its principal place of business at 00 Xxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 (the "Company") and PARENTEAU CORPORATION
INC., a company duly incorporated under the Canada Business Corporations Act
having its principal place of business at 0000 Xx. Xxxxxxx Xxxx., Xxxxx 000,
Xxxxxxxx, Xxxxxx (the "Consultant"):
WHEREAS, the Company is a publicly held company whose common stock (the
"Common Stock") is quoted on the National Association of Securities Dealers
Electronic Bulletin Board under the symbol "SENO"; and
WHEREAS, the Company wishes to engage Consultant to assist the Company in
conducting financial advisory activities and Consultant wishes to accept such
engagement, all upon the terms and subject to the conditions contained in this
agreement;
NOW, THEREFORE, the parties hereto, in consideration of the mutual
consideration and promises contained herein and intending to be bound, hereby
agree as follows:
1. APPOINTMENT.
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The Company hereby appoints Consultant, and Consultant agrees to serve as,
financial advisory consultant to the Company, all upon the terms, and subject to
the conditions of this Agreement. Consultant's appointment shall be
non-exclusive.
2. TERM.
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The term of this Agreement shall begin on the date first set forth above
and shall continue until the date that is one (1) year from the date of this
Agreement, unless earlier terminated by either party hereto pursuant to
Paragraph 9 below. This agreement shall be renewed for successive one (1) year
periods, provided the Company gives written notice to the Consultant of its
intention to renew this Agreement, which notice must be given at least sixty
(60) days prior to the end of the initial term or any renewal term thereof and
the Consultant accepts such renewal in writing prior to the end of any such
term.
3. DUTIES OF CONSULTANT.
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The services to be performed by Consultant shall consist of providing
corporate finance, marketing and shareholder relations including assisting the
Company in communications with shareholders, analysts, stockbrokers,
institutional investors and traders, the various news media and other members of
the financial community. Consultant agrees to act in the best interests of the
Company at all times.
Consultant's duties will include:
(a) arranging interviews with Company management and the financial news
media;
(b) arranging meetings and teleconferences between Company management and
analysts, brokers, traders, money managers and other members of the
financial community;
(c) attending industry conferences at the request of the Company and
promoting the Company's attendance at such conferences within the financial
community;
(d) such other related duties as shall be mutually agreed upon by the
Company and Consultant in furtherance of the purpose of increasing the
exposure of the Company in the financial community and enhancing long-term
shareholder value.
4. SECURITIES LAWS, RULES AND REGULATIONS.
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The Company and Consultant hereby acknowledge that they are aware of their
respective duties and obligations under the United States Federal and State
securities laws, rules and regulations and Canadian securities laws, rules and
regulations including, but not limited to, those laws concerning the
dissemination of information and trading on material non-public information. To
ensure that these duties and obligations are met, the parties hereto agree
that:
(a) The Company shall provide Consultant with true, accurate and complete
copies of all:
(i) materials filed by the Company with the United States Securities
and Exchange Commission (the "Commission") and with the securities
regulatory authorities of any State or other jurisdiction;
(ii) press releases disseminated by the Company;
(iii) written communications by the Company with shareholders,
analysts, stockbrokers, money managers, traders or other members of the
financial community;
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(iv) product and service brochures and marketing or advertising
materials prepared by or on behalf of the Company to promote its products
and services; and
(v) news or trade publication articles regarding the Company, its
management or its products and services.
(b) The Company hereby represents and warrants that any materials provided
to Consultant pursuant to the terms of this Agreement will be true, accurate and
complete and will not contain any materially misleading statements and will not
fail to contain any statements necessary to ensure that the statements contained
therein are not materially misleading. Any delivery of materials to Consultant
hereunder shall constitute a separate ongoing representation and warranty by the
Company to this effect. In the absence of notice to the contrary to Consultant
pursuant to Paragraph 4(c) below, Consultant shall be entitled to continue to
rely upon information provided to Consultant by the Company under this
Agreement.
(c) The Company will notify Consultant of the occurrence of any event that
would (1) result in any issuance of securities of the Company (other than the
grant of stock options to employees, consultants or directors), (2) involve
incurrence of material debt not in the ordinary course of business, (3)
otherwise result in any material change in the capitalization of the Company,
(4) materially impair or encumber any substantial portion of its assets, (5)
materially affect the business or prospects of the Company or (6) result in any
information previously provided to Consultant being misleading or failing to
contain information required to make the information contained therein not
misleading unless corrected information had been otherwise disclosed by the
Company correcting such information or it could be reasonably understood that
such information was incorrect. Notwithstanding the foregoing, the Consultant
shall not be entitled to rely upon information which Consultant knows, or should
know, is inaccurate or misleading.
(d) Consultant agrees that it will not disclose any information not
publicly available regarding the Company nor will Consultant disclose any
information to any party that the Company advises Consultant not to disclose and
will comply fully with Paragraph 7 concerning confidentiality of information.
5. COMPENSATION.
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As compensation to the Consultant for the services to be rendered under
this Agreement, the Company agrees:
(a) to issue and deliver to Consultant simultaneously with the execution
and delivery of this Agreement, warrants to purchase 100,000 shares of the
Company's Common Stock, on a post-Stock Split adjusted basis ("Stock Split" is
defined as the two-for-one forward stock split of the Company's Common Stock
effective October 25, 1999), which warrants shall be exercisable at a price of
$3.50 per share pursuant to the terms of an executed warrant agreement. Such
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warrants shall vest as follows: 20,000 shares on October 1, 1999, 30,000 shares
on September 30, 2000; 30,000 shares on September 30, 2001 and 20,000 shares on
December 31, 2001.
(b) the Company also agrees to reimburse Consultant for any expenses
incurred by Consultant in rendering the services contemplated under this
Agreement; provided however, the Consultant receives prior written consent from
the Company for each such expenditure in excess of $500.
6. STATUS AS INDEPENDENT CONTRACTOR.
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The parties intend and acknowledge that Consultant is acting as an
independent contractor and not as an employee of the Company. The Consultant
shall receive no benefits enjoyed by employees of the Company. It is expressly
understood and agreed that the Consultant shall have no authority to act,
represent or bind the Company or any affiliate thereof in any manner, except as
may be agreed expressly by the Company from time to time. Nothing in this
Agreement shall be construed to create any partnership, joint venture or similar
arrangement between the Company and Consultant or to render either party
responsible for any debts or liabilities of the other (except as specifically
set forth in Paragraph 8 below). Consultant shall have full discretion in
determining the amount of time and activity to be devoted to rendering the
services contemplated this Agreement. The Company shall not be responsible for
any withholding in respect of taxes or any other deductions in respect of the
fees to be paid to Consultant and all such amounts shall be paid without any
deduction or withholding, and the Consultant shall be solely responsible for
payment of all taxes of any type for any consideration given to Consultant.
7. CONFIDENTIALITY.
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(a) Consultant acknowledges that in connection with the services to be
rendered under this Agreement, Consultant may be provided with Confidential
Information of the Company. Consultant agrees at all times during the term of
this Agreement and thereafter, to hold in strictest confidence, and not to use,
or to disclose to any person, firm or corporation without written authorization
of the Board of Directors of the Company, any Confidential Information of the
Company. Consultant understands that "Confidential Information" means any
Company proprietary information, products, services, customer lists and
customers, markets, software, developments, inventions, processes, formulas,
technology, designs, drawings, engineering, hardware configuration information,
marketing, financial or other business information disclosed to the Consultant
by the Company either directly or indirectly in writing, orally or by
observation. Consultant further understands that Confidential Information does
not include any of the foregoing items which has become publicly known and made
generally available through no wrongful act of the Consultant or others who were
under confidentiality obligations as to the item or items involved.
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(b) The Company acknowledges that Consultant will, in rendering the
services to be rendered hereunder, be employing lists and other materials that
are proprietary to Consultant. The Company acknowledges that any such materials
that are specifically designated in writing to the Company to be proprietary to
Consultant will remain the property of Consultant and the Company will treat
such materials as confidential information of Consultant and will not disclose
or disseminate any such confidential information to any person, firm or other
business entity except to those employees, consultants or other independent
contractors of the Company or Consultant as shall be necessary or advisable for
the carrying out of the purposes of this Agreement and who are under a similar
obligation of confidentiality.
8. INDEMNIFICATION.
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The Company shall indemnify and hold harmless Consultant from any claims,
liabilities, losses, damages or expenses, including legal fees, arising out of
or in connection with the services rendered by Consultant pursuant to this
Agreement, unless such claims, liabilities, losses, damages or expenses,
including legal fees, arise out of the gross negligence, willful misconduct or
any violation of law by the Consultant. The Consultant shall indemnify and hold
harmless the Company for any claims, liabilities, losses, damages or expenses,
including legal fees, arising out of the gross negligence, willful misconduct or
any violation of law by the Consultant, unless such claims, liabilities, losses,
damages or expenses, including legal fees, arise out of the gross negligence,
willful misconduct or any violation of law by the Company.
9. TERMINATION.
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(a) Notwithstanding anything herein to the contrary, either party may
terminate this Agreement at anytime in writing.
(b) Any termination made herein shall not relieve either party of its
obligations under Paragraph 8.
10. AMENDMENTS, MODIFICATIONS, WAIVERS, ETC.
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No amendment or modification to this Agreement, nor any waiver of any term
or provision hereof, shall be effective unless it shall be in writing and signed
by both parties. No waiver of any term or provision shall be construed as a
waiver of any other term or condition of this Agreement, nor shall it be
effective as to any other instance unless specifically stated in a writing
conforming with the provisions of this Paragraph 10.
11. SUCCESSORS AND ASSIGNS.
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This Agreement shall be enforceable against any successors in interest, if
any, to the Company and Consultant. Neither the Company nor Consultant shall
assign any of their respective rights or obligations hereunder without the
written consent of the other in each instance.
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12. NOTICES.
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Any notices required or permitted to be given under this Agreement shall be
effective one day after sending by overnight delivery to the respective
addresses in the recitals to this Agreement unless the address for notice to
either party shall have been changed by a notice given in accordance with this
Paragraph 12 or immediately upon receipt of notice by e-mail or facsimile
transmission.
13. GOVERNING LAW.
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This Agreement shall be governed by the laws of the State of New Jersey,
USA. Any dispute arising out of this Agreement shall be adjudicated in the
courts of the State of New Jersey or in the federal courts sitting in the
District of New Jersey and each of the Company and Parenteau Corporation, Inc.
hereby agrees that service of process upon it by registered mail at its address
shown in this Agreement shall be deemed adequate and lawful.
* * * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 19th day of January, 2000.
PARENTEAU CORPORATION INC. SENESCO TECHNOLOGIES, INC.
By: /s/ Francois Parenteau By: /s/ Xxxxxx Xxxx
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Name: Francois Parenteau Name: Xxxxxx Xxxx
Title: Chief Executive Officer Title: President, Chief Operating
Officer and Treasurer
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