March 6, 2002
Xx. Xxxxx X. Xxxxxx
President & CEO
Senesco Technologies, Inc.
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Gentlemen:
This letter is our proposal pursuant to which Pond Equities ("Pond"), a
registered broker-dealer, will act as non-exclusive placement agent in
connection with a "best efforts" private placement (the "Offering") of
securities of Senesco Technologies, Inc. (the "Company").
The terms of our agreement are as follows:
1. Pond shall use its reasonable best efforts to introduce the Company to
qualified institutional buyers and accredited investors (collectively,
the "Entities") which may purchase securities of the Company on the
terms and conditions set forth in the Private Placement Memorandum
dated November 1, 2001 (the "Memorandum"). Except as set forth below,
all services provided by Pond under this Agreement shall be at Pond's
cost and risk. The Company acknowledges that Pond's responsibilities
shall be limited to the foregoing, and that Pond (i) shall not have
authority to offer or sell the Securities to any Entity, and (ii)
shall have no responsibility to participate or assist in any
negotiations between any potential Entity and the Company. The Company
shall have the sole and absolute discretion to accept or not accept
the terms of any proposed transaction. Neither the Company nor any of
its affiliates shall have any liability whatsoever to Pond or any
other person or entity resulting from its decision not to enter into a
proposed transaction, regardless of the terms of the proposed
transaction.
2. The commission to be paid to Pond shall be 10% of the gross proceeds,
raised by Pond, to the Company sold under the Offering (the "Cash
Commission"). In addition, the Company shall issue to Pond (or its
designees) warrants to purchase shares of Common Stock (the "Agent's
Warrants") covering a number of shares of Common Stock equal to 10% of
the gross proceeds of the Offering sold by Pond (the "Agent's
Warrants"). The Agent's Warrants (i) will be immediately exercisable
at a price of $2.00 per share, (ii) have a five-year term, and (iii)
have cashless exercise provisions based upon five-days' trading prices
prior to exercise. The Agent's Warrants shall not be redeemable. The
Agent's Warrants may be exercised as to all or a lesser number of
shares represented thereby. The Cash Commission and Agent's Warrants
are referred to in this letter as "Agent's Compensation".
3. As soon as practicable, the necessary state securities law filings
will be made with respect to the Offering at the expense of the
Company. The Company and Pond will cooperate in obtaining the
necessary approvals and qualifications in such states as the Company,
after consultation with its counsel, deems desirable. Pond represents
that it has not taken, and will not take, any action, directly or
indirectly, that may cause the Offering to fail to be entitled to an
exemption from registration under federal securities laws, or
applicable state securities laws, or which may violate any and all
applicable securities laws.
4. Pond shall be entitled to rely upon the Company's filings with the
Commission, the Memorandum and any officer's certificates that may
have been or may be issued in connection with the Offering. Xxxx
hereby agrees to execute the Company's form of non-disclosure
agreement. The Company agrees to indemnify and hold harmless Pond, its
officers, directors, stockholders, employees, agents, advisors,
consultants and counsel against any and all loss, liability, claim,
damage and reasonable expense, including attorneys' fees as and when
incurred (collectively, "Claims"), due to or arising out of any
material misrepresentation or failure to state a material fact as set
forth in the Memorandum or breach of any representation or warranty
made by the Company as set forth in the Memorandum; except for Claims
which have resulted from (without regard to the relative fault of
either party) the gross negligence, bad faith and willful misconduct
of any person seeking indemnification hereunder.
5. This letter shall have a term of 120 days from the date the Company
signs and delivers the letter to Pond (the "Execution Date"). The term
may be canceled by either party at any time, upon 30 days prior
written notice. The term may be extended from time to time by the
mutual agreement of the parties.
6. Pond acknowledges that the Company has granted to Stanford Group
Company, an affiliate of Stanford Venture Capital Holdings, Inc. a
right of first refusal to act as the exclusive managing agent of the
Company for all future financings through January 15, 2003; with the
exception of any transactions related to the Offering.
7. This Agreement shall be governed under the Laws of the State of New
York.
Very truly yours,
Pond Equities Senesco Technologies, Inc.
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Xxxxx Xxxxxx Xxxxx X. Xxxxxx
COO President & CEO
Dated: 3/12/02 Dated: 3/11/02
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