EXHIBIT 10.2
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WARRANT
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THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT
Warrant No. ____ Number of Shares: 500,000
(subject to adjustment)
Date of Issuance: November 30, 2001
Original Issue Date (as defined in subsection
2(a)(i)(B)): November 30, 2001
SENESCO TECHNOLOGIES, INC.
Common Stock Purchase Warrant
(Void after November 30, 2006)
SENESCO TECHNOLOGIES, INC., a Delaware corporation (the "Company"), for
value received, hereby certifies that Stanford Venture Capital Holdings, Inc.
(the "Registered Holder"), is entitled, subject to the terms and conditions set
forth below, to purchase from the Company, in whole or in part, at any time or
from time to time on or after the date of issuance and on or before 5:00 p.m.
(Eastern time) on November 30, 2006, 500,000 shares of Common Stock, $0.01 par
value per share, of the Company ("Common Stock"), at a purchase price of $2.00
per share. The shares purchasable upon exercise of this Warrant, and the
purchase price per share, each as adjusted from time to time pursuant to the
provisions of this Warrant, are hereinafter referred to as the "Warrant Shares"
and the "Purchase Price," respectively.
Exercise.
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Vesting. The Warrant Shares shall be immediately exercisable.
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Method of Exercise. The Registered Holder may, at its option, elect to exercise
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this Warrant, in whole or in part and at any time or from time to time, by
surrendering this Warrant, with the purchase form appended hereto as Exhibit I
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duly executed by or on behalf of the Registered Holder, at the principal office
of the Company, or at such other office or agency as the Company may designate
in writing to the Registered Holder, accompanied by payment in full, in lawful
money of the United States, of the Purchase Price payable in respect of the
number of Warrant Shares purchased upon such exercise.
Exercise Date. Each exercise of this Warrant shall be deemed to have been
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effected immediately prior to the close of business on the day on which this
Warrant shall have been surrendered to the Company as provided in subsection
1(b) above (the "Exercise Date"). At such time, the person or persons in whose
name or names any certificates for Warrant Shares shall be issuable upon such
exercise as provided in subsection 1(d) below shall be deemed to have become the
holder or holders of record of the Warrant Shares represented by such
certificates.
Issuance of Certificates. As soon as practicable after the exercise of this
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Warrant in whole or in part, and in any event within 10 days thereafter, the
Company, at its expense, will cause to be issued in the name of, and delivered
to, the Registered Holder, or as the Registered Holder (upon payment by the
Registered Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant
Shares to which the Registered Holder shall be entitled upon such exercise,
which shall include, if applicable, the rounding of any fraction up to the
nearest whole number of shares of Common Stock pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants
(dated the date hereof) of like tenor, calling in the aggregate on the face or
faces thereof for the number of Warrant Shares equal (without giving effect to
any adjustment therein) to the number of such shares called for on the face of
this Warrant minus the number of Warrant Shares for which this Warrant was so
exercised.
Adjustments.
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Adjustments to Purchase Price for Diluting Issues.
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Special Definitions. For purposes of this Section 2, the
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following definitions shall apply:
"Option" shall mean rights, options or warrants to subscribe
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for, purchase or otherwise acquire Common Stock or Convertible Securities.
"Original Issue Date" shall mean the date on which this
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Warrant was first issued (or, if this Warrant was issued upon partial exercise
of, or in replacement of, another warrant of like tenor, then the date on which
such original warrant was first issued).
"Convertible Securities" shall mean any evidences of
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indebtedness, shares or other securities directly or indirectly convertible into
or exchangeable for Common Stock, but excluding Options.
"Additional Shares of Common Stock" shall mean all shares of
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Common Stock issued (or, pursuant to subsection 2(a)(iii) below, deemed to be
issued) by the Company after the Original Issue Date, other than:
shares of Common Stock issued or issuable upon
conversion or exchange of any Convertible
Securities or exercise of any Options, outstanding
on the Original Issue Date;
shares of Common Stock issued or issuable by reason of
a dividend, stock split, split-up or other
distribution on shares of Common Stock that is
covered by subsection 2(b) or 2(c) below.
shares of Common Stock (or Options with respect
thereto) issued or issuable to employees or
directors of, or
consultants to, the Company or any of its
subsidiaries pursuant to a plan, agreement or
arrangement approved by the Board.
(iii) No Adjustment of Purchase Price. No adjustment to the Purchase
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Price shall be made as the result of the issuance of Additional Shares of Common
Stock if the consideration per share (determined pursuant to subsection 2(a)(v))
for such Additional Share of Common Stock issued or deemed to be issued by the
Company is equal to or greater than $1.75 per share, as adjusted for those
events set forth in subsections 2(b) and 2(c) below.
(iv) Issue of Securities Deemed Issue of Additional Shares of Common
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Stock.
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If the Company at any time or from time to time after the
Original Issue Date shall issue any Options or Convertible Securities (excluding
Options or Convertible Securities which, upon exercise, conversion or exchange
thereof, would entitle the holder thereof to receive shares of Common Stock
which are specifically excepted from the definition of Additional Shares of
Common Stock by subsection 2(a)(i)(D) above) or shall fix a record date for the
determination of holders of any class of securities entitled to receive any such
Options or Convertible Securities, then the maximum number of shares of Common
Stock (as set forth in the instrument relating thereto without regard to any
provision contained therein for a subsequent adjustment of such number) issuable
upon the exercise of such Options or, in the case of Convertible Securities and
Options therefor, the conversion or exchange of such Convertible Securities,
shall be deemed to be Additional Shares of Common Stock issued as of the time of
such issue or, in case such a record date shall have been fixed, as of the close
of business on such record date.
If the terms of any Option or Convertible Security, the
issuance of which resulted in an adjustment to the Purchase Price pursuant to
the terms of subsection 2(a)(iv) below, are revised (either automatically
pursuant to the provisions contained therein or as a result of an amendment to
such terms) to provide for either (1) any increase or decrease in the number of
shares of Common Stock issuable upon the exercise, conversion or exchange of any
such Option or Convertible Security or (2) any increase or decrease in the
consideration payable to the Company upon such exercise, conversion or exchange,
then, effective upon such increase or decrease becoming effective, the Purchase
Price computed upon the original issue of such Option or Convertible Security
(or upon the occurrence of a record date with respect thereto) shall be
readjusted to such Purchase Price as would have obtained had such revised terms
been in effect upon the original date of issuance of such Option or Convertible
Security. Notwithstanding the foregoing, no adjustment pursuant to this clause
(B) shall have the effect of increasing the Purchase Price to an amount which
exceeds the lower of (i) the Purchase Price on the original adjustment date, or
(ii) the Purchase Price that would have resulted from any issuances of
Additional Shares of Common Stock between the original adjustment date and such
readjustment date.
If the terms of any Option or Convertible Security
(excluding Options or Convertible Securities which, upon exercise, conversion or
exchange thereof, would entitle the holder thereof to receive shares of Common
Stock which are specifically excepted from the definition of Additional Shares
of Common Stock by subsection 2(a)(i)(D) above), the issuance of which did not
result in an adjustment to the Purchase Price pursuant to the terms of
subsection 2(a)(iv) below (either because the consideration per share
(determined pursuant to
subsection 2(a)(v) hereof) of the Additional Shares of Common Stock subject
thereto was equal to or greater than the Purchase Price then in effect, or
because such Option or Convertible Security was issued before the Original Issue
Date), are revised after the Original Issue Date (either automatically pursuant
to the provisions contained therein or as a result of an amendment to such
terms) to provide for either (1) any increase or decrease in the number of
shares of Common Stock issuable upon the exercise, conversion or exchange of any
such Option or Convertible Security or (2) any increase or decrease in the
consideration payable to the Company upon such exercise, conversion or exchange,
then such Option or Convertible Security, as so amended, and the Additional
Shares of Common Stock subject thereto (determined in the manner provided in
subsection 2(a)(iii)(A) above) shall be deemed to have been issued effective
upon such increase or decrease becoming effective.
Upon the expiration or termination of any unexercised Option
or unconverted or unexchanged (as applicable) Convertible Security which
resulted (either upon its original issuance or upon a revision of its terms) in
an adjustment to the Purchase Price pursuant to the terms of subsection 2(a)(iv)
below, the Purchase Price shall be readjusted to such Purchase Price as would
have obtained had such Option or Convertible Security never been issued.
No adjustment in the Purchase Price shall be made upon the
issue of shares of Common Stock or Convertible Securities upon the exercise of
Options or the issue of shares of Common Stock upon the conversion or exchange
of Convertible Securities, provided that the Purchase Price has been previously
adjusted pursuant to this Section.
(v) Adjustment of Purchase Price Upon Issuance of Additional Shares
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of Common Stock. In the event the Company shall at any time after the Original
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Issue Date issue Additional Shares of Common Stock (including Additional Shares
of Common Stock deemed to be issued pursuant to subsection 2(a)(iii)), without
consideration or for a consideration per share less than $1.75 per share, as
adjusted for those events set forth in subsections 2(b) and 2(c) below, then the
Purchase Price shall be reduced, concurrently with such issue, to a price
(calculated to the nearest cent) determined by multiplying such Purchase Price
by a fraction, (A) the numerator of which shall be (1) the number of shares of
Common Stock outstanding immediately prior to such issue plus (2) the number of
shares of Common Stock which the aggregate consideration received or to be
received by the Company for the total number of Additional Shares of Common
Stock so issued would purchase at such Purchase Price; and (B) the denominator
of which shall be the number of shares of Common Stock outstanding immediately
prior to such issue plus the number of such Additional Shares of Common Stock so
issued; provided that, (i) for the purpose of this subsection 2(a)(iv), all
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shares of Common Stock issuable upon conversion or exchange of Convertible
Securities outstanding immediately prior to such issue shall be deemed to be
outstanding, and (ii) the number of shares of Common Stock deemed issuable upon
conversion or exchange of such outstanding Convertible Securities shall be
determined without giving effect to any adjustments to the conversion or
exchange price or conversion or exchange rate of such Convertible Securities
resulting from the issuance of Additional Shares of Common Stock that is the
subject of this calculation.
(vi) Determination of Consideration. For purposes of this subsection
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2(a), the consideration received by the Company for the issue of any Additional
Shares of Common Stock shall be computed as follows:
(A) Cash and Property: Such consideration shall:
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(I) insofar as it consists of cash, be computed at the
aggregate of cash received by the Company;
insofar as it consists of property other than cash, be
computed at the fair market value thereof at the
time of such issue, as determined in good faith by
the Board; and
in the event Additional Shares of Common Stock are
issued or deemed to be issued together with other
shares or securities or other assets of the
Company for consideration which covers both, be
the proportion of such consideration so received,
computed as provided in clauses (I) and (II)
above, as determined in good faith by the Board.
Options and Convertible Securities. The consideration per
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share received by the Company for Additional Shares of Common Stock deemed to
have been issued pursuant to subsection 2(a)(iii), relating to Options and
Convertible Securities, shall be determined by dividing
the sum of the total amount, if any, received or
receivable by the Company as consideration for the
issue of such Options or Convertible Securities,
plus the minimum aggregate amount of additional
consideration (as set forth in the instruments
relating thereto, without regard to any provision
contained therein for a subsequent adjustment of
such consideration) payable to the Company upon
the exercise of such Options or the conversion or
exchange of such Convertible Securities, or in the
case of Options for Convertible Securities, the
exercise of such Options for Convertible
Securities and the conversion or exchange of such
Convertible Securities, by
the maximum number of shares of Common Stock (as set
forth in the instruments relating thereto, without
regard to any provision contained therein for a
subsequent adjustment of such number) issuable
upon the exercise of such Options or the
conversion or exchange of such Convertible
Securities or, in the case of Options for
Convertible Securities, the exercise of such
Options for Convertible Securities and the
conversion or exchange of such Convertible
Securities.
(vii) Multiple Closing Dates. In the event the Company shall issue on
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more than one date Additional Shares of Common Stock which are comprised of
shares of the same
series or class of Common Stock, and such issuance dates occur within a period
of no more than 120 days, then, upon the final such issuance, the Purchase Price
shall be readjusted to give effect to all such issuances as if they occurred on
the date of the final such issuance (and without giving effect to any
adjustments as a result of such prior issuances within such period).
Adjustment for Stock Splits and Combinations. If the Company shall at any time,
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or from time to time, after the Original Issue Date effect a subdivision of the
outstanding Common Stock, the Purchase Price then in effect immediately before
that subdivision shall be proportionately decreased. If the Company shall at any
time or from time to time after the Original Issue Date combine or consolidate
the outstanding shares of Common Stock, the Purchase Price then in effect
immediately before the combination shall be proportionately increased. Any
adjustment under this paragraph shall become effective at the close of business
on the date the subdivision or combination or consolidation becomes effective.
Adjustment for Certain Dividends and Distributions. In the event the Company at
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any time, or from time to time, after the Original Issue Date shall make or
issue, or fix a record date for the determination of holders of Common Stock
entitled to receive, a dividend or other distribution payable in additional
shares of Common Stock, then and in each such event the Purchase Price then in
effect immediately before such event shall be decreased as of the time of such
issuance or, in the event such a record date shall have been fixed, as of the
close of business on such record date, by multiplying the Purchase Price then in
effect by a fraction:
(A) the numerator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior
to the time of such issuance or the close of business on such
record date, and
the denominator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date plus the number of
shares of Common Stock issuable in payment of such dividend or distribution;
provided, however, that if such record date shall have been fixed and such
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dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Purchase Price shall be recomputed accordingly as of the
close of business on such record date and thereafter the Purchase Price shall be
adjusted pursuant to this paragraph as of the time of actual payment of such
dividends or distributions.
(b) Adjustment in Number of Warrant Shares. When any adjustment
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is required to be made in the Purchase Price pursuant to subsections 2(a), 2(b)
or 2(c), the number of Warrant Shares purchasable upon the exercise of this
Warrant shall be changed to the number determined by dividing (i) an amount
equal to the number of shares issuable upon the exercise of this Warrant
immediately prior to such adjustment, multiplied by the Purchase Price in effect
immediately prior to such adjustment, by (ii) the Purchase Price in effect
immediately after such adjustment.
Adjustments for Other Dividends and Distributions. In the event
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the Company at any time or from time to time after the Original Issue Date shall
make or issue, or fix a record date for the determination of holders of Common
Stock entitled to receive, a dividend or other distribution payable in
securities of the Company (other than shares of Common Stock) or in
cash or other property (other than regular cash dividends paid out of earnings
or earned surplus, determined in accordance with generally accepted accounting
principles), then and in each such event provision shall be made so that the
Registered Holder shall receive upon exercise hereof, in addition to the number
of shares of Common Stock issuable hereunder, the kind and amount of securities
of the Company, cash or other property which the Registered Holder would have
been entitled to receive had this Warrant been exercised on the date of such
event and had the Registered Holder thereafter, during the period from the date
of such event to and including the Exercise Date, retained any such securities
receivable during such period, giving application to all adjustments called for
during such period under this Section 2 with respect to the rights of the
Registered Holder.
Adjustment for Reorganization, Reclassification or Similar Events. If there
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shall occur any reorganization, recapitalization, reclassification,
consolidation or merger involving the Company in which the Common Stock is
converted into or exchanged for securities, cash or other property (other than a
transaction covered by subsections 2(b), 2(c) or 2(e)) (collectively, a
"Reorganization"), then, following such Reorganization, the Registered Holder
shall receive upon exercise hereof the kind and amount of securities, cash or
other property which the Registered Holder would have been entitled to receive
pursuant to such Reorganization if such exercise had taken place immediately
prior to such Reorganization. In any such case, appropriate adjustment (as
determined in good faith by the Board) shall be made in the application of the
provisions set forth herein with respect to the rights and interests thereafter
of the Registered Holder, to the end that the provisions set forth in this
Section 2 (including provisions with respect to changes in and other adjustments
of the Purchase Price) shall thereafter be applicable, as nearly as reasonably
may be, in relation to any securities, cash or other property thereafter
deliverable upon the exercise of this Warrant.
Certificate as to Adjustments. Upon the occurrence of each adjustment or
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readjustment of the Purchase Price pursuant to this Section 2, the Company at
its expense shall, as promptly as reasonably practicable but in any event not
later than 10 days thereafter, compute such adjustment or readjustment in
accordance with the terms hereof and furnish to the Registered Holder a
certificate setting forth such adjustment or readjustment (including the kind
and amount of securities, cash or other property for which this Warrant shall be
exercisable and the Purchase Price) and showing in detail the facts upon which
such adjustment or readjustment is based. The Company shall, as promptly as
reasonably practicable after the written request at any time of the Registered
Holder (but in any event not later than 10 days thereafter), furnish or cause to
be furnished to the Registered Holder a certificate setting forth; (i) such
adjustments and readjustments; (ii) the Purchase Price then in effect; and (iii)
the number of shares of Common Stock and the amount, if any, of other
securities, cash or property which then would be received upon the exercise of
this Warrant.
Fractional Shares. The Company shall not be required upon the exercise of this
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Warrant to issue any fractions of shares of Common Stock or fractional Warrants;
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provided, however, that if the Registered Holder exercises this Warrant, any
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fractional shares of Common Stock shall be eliminated by rounding any fraction
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up to the nearest whole number of shares of Common Stock. The Registered Holder
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of this Warrant, by acceptance hereof, expressly waives his right to receive any
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fractional share of Common Stock or fractional Warrant upon exercise of this
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Warrant.
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Investment Representations. The initial Registered Holder represents and
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warrants to the Company as follows:
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Investment. It is acquiring the Warrant, and (if and when it exercises this
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Warrant) it will acquire the Warrant Shares, for its own account for investment
and not with a view to, or for sale in connection with, any distribution
thereof, nor with any present intention of distributing or selling the same; and
the Registered Holder has no present or contemplated agreement, undertaking,
arrangement, obligation, indebtedness or commitment providing for the
disposition thereof;
Federal and State Compliance. The Registered Holder understands that this
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Warrant and any Warrant Shares purchased upon its exercise are securities, the
issuance of which requires compliance with federal and state securities law,
including the Securities Act of 1933, as amended (the "Act");
Accredited Investor. The Registered Holder is an "accredited investor" as
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defined in Rule 501(a) under the Act;
Experience. The Registered Holder has made such inquiry concerning the Company
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and its business and personnel as it has deemed appropriate; and the Registered
Holder has sufficient knowledge and experience in finance and business that it
is capable of evaluating the risks and merits of its investment in the Company;
and
Restricted Securities. The Registered Holder acknowledges and understands
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that the Warrant and Warrant Shares constitute restricted securities under the
Act and must be held indefinitely unless subsequently registered under the Act
or an exemption from such registration is available.
Transfers, etc.
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This Warrant may be assigned by the Registered Holder to an "accredited
investor," as defined in Rule 501(a) of the Act, upon the execution and delivery
to the Company of the assignment form annexed hereto, subject to any
restrictions imposed by applicable securities laws.
The Warrant Shares shall not be sold or transferred unless either (i) they first
shall have been registered under the Act, or (ii) the Company first shall have
been furnished with an opinion of legal counsel, reasonably satisfactory to the
Company, to the effect that such sale or transfer is exempt from the
registration requirements of the Act. Notwithstanding the foregoing, no
registration or opinion of counsel shall be required for (i) a transfer by a
Registered Holder which is an entity to a wholly owned subsidiary of such
entity, a transfer by a Registered Holder which is a partnership to a partner of
such partnership or a retired partner of such partnership or to the estate of
any such partner or retired partner, or a transfer by a Registered Holder which
is a
limited liability company to a member of such limited liability company or a
retired member or to the estate of any such member or retired member, provided
that the transferee in each case agrees in writing to be subject to the terms of
this Section 5, or (ii) a transfer made in accordance with Rule 144 under the
Act.
Each certificate representing Warrant Shares shall bear a legend substantially
in the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES
UNDER SUCH ACT OR AN OPINION OF COUNSEL TO THE ISSUER THAT
REGISTRATION IS NOT REQUIRED UNDER THE ACT.
The foregoing legend shall be removed from the certificates
representing any Warrant Shares, at the request of the holder thereof, at such
time as they become eligible for resale pursuant to Rule 144(k) under the Act.
The Company will maintain a register containing the name and address of the
Registered Holder of this Warrant. The Registered Holder may change its address
as shown on the warrant register by written notice to the Company requesting
such change.
Registration Rights. The shares of Common Stock issuable and issued upon
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exercise of this Warrant shall be entitled to certain registration rights in
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accordance with the provisions of that certain Registration Rights Agreement,
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dated November 30, 2001, between the Company and the Registered Holder (the
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"Registration Rights Agreement").
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Redemption of Warrant. Notwithstanding anything to the contrary contained in
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this Warrant or elsewhere, the Warrant cannot be redeemed by the Company under
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any circumstances, without the prior written consent of the Registered Holder.
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Impairment. The Company will not, by amendment of its charter documents or
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through reorganization, consolidation, merger, dissolution, issue or sale of
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securities, sale of assets or any other voluntary action, avoid or seek to avoid
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the observance or performance of any of the terms of the Warrant, but will at
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all times in good faith assist in the carrying out of all such terms and in the
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taking of all such action as may be necessary or appropriate in order to protect
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the rights of the Holder of this Warrant against dilution or other impairment.
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Subscription Rights for Shares of Common Stock or Other Securities. In case the
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Company or an affiliate of the Company shall, at any time after the date hereof
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and prior to the exercise of the Warrant, in full, issue any rights to subscribe
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for shares of Common Stock or any other securities of the Company or of such
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affiliate to all of the holders of Common Stock, the holder of the unexercised
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Warrant shall be entitled, in addition to the shares of Common Stock or other
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securities receivable upon the exercise of the Warrant, to receive such rights
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at the time such rights are distributed to the other stockholders of the
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Company, but only to the extent of the number of shares of Common Stock, if any,
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for which the Warrant remains exercisable.
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Notices of Record Date, etc. In the event:
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the Company shall take a record of the holders of its Common Stock (or other
stock or securities at the time deliverable upon the exercise of this Warrant)
for the purpose of entitling or enabling them to receive any dividend or other
distribution, or to receive any right to subscribe for or purchase any shares of
stock of any class or any other securities, or to receive any other right; or
of any capital reorganization of the Company, any reclassification of the Common
Stock of the Company, any consolidation or merger of the Company with or into
another corporation (other than a consolidation or merger in which the Company
is the surviving entity and its Common Stock is not converted into or exchanged
for any other securities or property), or any transfer of all or substantially
all of the assets of the Company; or
of the voluntary or involuntary dissolution, liquidation or winding-up of the
Company, then, and in each such case, the Company will send or cause to be sent
to the Registered Holder a notice specifying, as the case may be, (i) the record
date for such dividend, distribution or right, and the amount and character of
such dividend, distribution or right, or (ii) the effective date on which such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such other stock or
securities at the time deliverable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up. Such notice shall be sent at least 10 days prior to
the record date or effective date for the event specified in such notice.
Reservation of Stock. The Company will at all times reserve and keep available,
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solely for issuance and delivery upon the exercise of this Warrant, such number
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of Warrant Shares and other securities, cash and/or property, as from time to
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time shall be issuable upon the exercise of this Warrant. The Warrant Shares
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issued upon such exercise shall be validly issued, fully paid and
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non-assessable.
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Replacement Warrant. Upon receipt of evidence reasonably satisfactory to the
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Company of the loss, theft, destruction or mutilation of this Warrant and (in
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the case of loss, theft or destruction) upon delivery of an indemnity agreement
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(with surety if reasonably required) in an amount reasonably satisfactory to the
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Company, or (in the case of mutilation) upon surrender and cancellation of this
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Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.
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Agreement in Connection with Public Offering. The Registered Holder agrees, in
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connection with an underwritten public offering of the Company's securities
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pursuant to a registration statement under the Act, (i) not to sell, make short
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sale of, loan, grant any options for the purchase of, or otherwise dispose of
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any shares of Common Stock held by the Registered Holder (other than any shares
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included in the offering) without the prior written consent of the Company or
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the underwriters managing such underwritten public offering of the Company's
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securities for a period of 180 days from the effective date of such registration
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statement, and (ii) to execute any agreement reflecting clause (i) above as may
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be requested by the Company or the managing underwriters at the time of such
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offering.
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Notices. All notices and other communications from the Company to the Registered
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Holder in connection herewith shall be mailed by certified or registered mail,
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postage prepaid, or sent via a reputable nationwide overnight courier service
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guaranteeing next business day delivery, to the address last furnished to the
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Company in writing by the Registered Holder. All notices and other
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communications from the Registered Holder to the Company in connection herewith
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shall be mailed by certified or registered mail, postage prepaid, or sent via a
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reputable nationwide overnight courier service guaranteeing next business day
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delivery, to the Company at its principal office set forth below. If the Company
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should at any time change the location of its principal office to a place other
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than as set forth below, it shall give prompt written notice to the Registered
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Holder and thereafter all references in this Warrant to the location of its
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principal office at the particular time shall be as so specified in such notice.
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All such notices and communications shall be deemed delivered (i) two business
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days after being sent by certified or registered mail, return receipt requested,
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postage prepaid, or (ii) one business day after being sent via a reputable
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nationwide overnight courier service guaranteeing next business day delivery.
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No Rights as Stockholder. Until the exercise of this Warrant, the Registered
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Holder shall not have or exercise any rights by virtue hereof as a stockholder
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of the Company.
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Amendment or Waiver. Any term of this Warrant may be amended or waived only by
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an instrument in writing signed by the party against which enforcement of the
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change or waiver is sought. No waivers of any term, condition or provision of
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this Warrant, in any one or more instances, shall be deemed to be, or construed
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as, a further or continuing waiver of any such term, condition or provision.
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Section Headings. The section headings in this Warrant are for the
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convenience of the parties and in no way alter, modify, amend, limit or restrict
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the contractual obligations of the parties.
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Governing Law. This Warrant will be governed by and construed in accordance with
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the internal laws of the State of Delaware (without reference to the conflicts
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of law provisions thereof).
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Facsimile Signatures. This Warrant may be executed by facsimile signature.
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* * * * * * *
EXECUTED as of the Date of Issuance indicated above.
SENESCO TECHNOLOGIES, INC.
By:________________________________
Name: Xxxxx X. Xxxxxx
Title: President and Chief Executive Officer
ATTEST:
______________________
EXHIBIT I
PURCHASE FORM
To:_________________ Dated:____________
The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. ___), hereby elects to purchase ______________ shares of the
Common Stock of SENESCO TECHNOLOGIES, INC. covered by such Warrant.
The undersigned herewith makes payment of the full purchase price for
such shares at the price per share provided for in such Warrant in lawful money
of the United States in the amount of $_________.
STANFORD VENTURE CAPITAL
HOLDINGS, INC.
By:____________________________________
Name: _____________________________
Title: _____________________________
