March 30, 2000
Xxxxxxxxxx & Co. Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
The undersigned understands that Xxxxxxxxxx & Co. Inc. ("Xxxxxxxxxx")
has entered into a Placement Agent Agreement with Senesco Technologies, Inc.,
a Delaware corporation (the "Company"), providing for the private placement
(the "Private Placement") of shares (the "Shares") of common stock of the
Company (the "Common Stock").
To induce Xxxxxxxxxx to continue its efforts in connection with the
Private Placement, the undersigned hereby agrees that, without the prior written
consent of Xxxxxxxxxx, it will not, during the period commencing on the date
hereof and ending upon the earlier of: (a) thirty (30) days following the
effective date of a registration statement in which the Shares are included; or
(b) nine (9) months after the final closing of the Private Placement (such
earlier date referred to as the "Termination Date"), (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, lend or otherwise
transfer or dispose of, directly or indirectly, any shares of Common Stock or
any securities convertible into or exercisable or exchangeable for Common Stock,
or (ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the Common
Stock, whether any such transaction described in clause (i) or (ii) above is to
be settled by delivery of Common Stock or such other securities, in cash or
otherwise. The foregoing sentence shall not apply to: (A) the transfer of shares
of Common Stock or other securities of the Company by the undersigned as a gift
or gifts; and (B) the transfer of shares of Common Stock or other securities of
the Company by the undersigned to its affiliates, as such term is defined in
Rule 405 under the Securities Act of 1933, as amended; provided, that, in the
case of clause (A) or (B) above, the recipient(s), donee(s) or transferee(s),
respectively, agrees in writing as a condition precedent to such issuance, gift
or transfer to be bound by the terms of this agreement. In addition, the
undersigned agrees that, without the prior written consent of Xxxxxxxxxx, it
will not, during the period commencing on the date hereof and ending upon the
Termination Date, make any demand for or exercise any right with respect to, the
registration of any shares of Common Stock or any security convertible into or
exercisable or exchangeable for Common Stock.
Very truly yours,
---------------------------------------------
(Signature)
---------------------------------------------
(Print Name)
---------------------------------------------
(Address)
---------------------------------------------
(Address)
