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: [ ]
(subject to adjustment)
Date of Issuance: [ ]
Original Issue Date (as defined in subsection 2(a)(i)(B)): [ ]
SENESCO TECHNOLOGIES, INC.
--------------------------
Common Stock Purchase Warrant
-----------------------------
(Void after [ ])
SENESCO TECHNOLOGIES, INC., a Delaware corporation (the "Company"), for
value received, hereby certifies that [ ] (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 [ ], [ ]
shares of Common Stock, $0.01 par value per share, of the Company ("Common
Stock"), at a purchase price of $[ ] 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.
1. Exercise.
--------
(a) Vesting. The Warrant Shares shall be immediately exercisable.
-------
(b) Method of Exercise. The Registered Holder may, at its option,
-------------------
elect to exercise 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 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.
(c) Exercise Date. Each exercise of this Warrant shall be deemed to
--------------
have been 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.
(d) Issuance of Certificates. As soon as practicable after the
--------------------------
exercise of this 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.
2. Adjustments.
-----------
(a) Adjustments to Purchase Price for Diluting Issues.
-------------------------------------------------
(i) Special Definitions. For purposes of this Section 2, the
--------------------
following definitions shall apply:
(A) "Option" shall mean rights, options or warrants to
------
subscribe for, purchase or otherwise acquire Common Stock or Convertible
Securities.
(B) "Original Issue Date" shall mean the date on which this
--------------------
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).
(C) "Convertible Securities" shall mean any evidences of
-----------------------
indebtedness, shares or other securities directly or indirectly convertible into
or exchangeable for Common Stock, but excluding Options.
(D) "Additional Shares of Common Stock" shall mean all
------------------------------------
shares of 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:
(I) 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;
(II) 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.
-2-
(III) 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.
(ii) No Adjustment of Purchase Price. No adjustment to the
-----------------------------------
Purchase 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.
(iii) Issue of Securities Deemed Issue of Additional Shares of
-----------------------------------------------------------
Common Stock.
------------
(A) 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.
(B) 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.
(C) 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
-3-
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.
(D) 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.
(E) 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.
(iv) Adjustment of Purchase Price Upon Issuance of Additional
-----------------------------------------------------------
Shares of Common Stock. In the event the Company shall at any time after the
-----------------------
Original 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 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.
-4-
(v) Determination of Consideration. For purposes of this
---------------------------------
subsection 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:
-----------------
(I) insofar as it consists of cash, be
computed at the aggregate of cash
received by the Company;
(II) 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
(III) 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.
(B) Options and Convertible Securities. The consideration
-----------------------------------
per 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
(I) 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
(II) 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
-5-
Securities, the exercise of such Options
for Convertible Securities and the
conversion or exchange of such
Convertible Securities.
(vi) Multiple Closing Dates. In the event the Company shall issue
----------------------
on 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).
(b) Adjustment for Stock Splits and Combinations. If the Company shall
--------------------------------------------
at any time, 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.
(c) Adjustment for Certain Dividends and Distributions. In the event
---------------------------------------------------
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
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
(B) 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
-------- -------
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.
(d) Adjustment in Number of Warrant Shares. When any adjustment 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
-6-
immediately prior to such adjustment, by (ii) the Purchase Price in effect
immediately after such adjustment.
(e) Adjustments for Other Dividends and Distributions. In the event
---------------------------------------------------
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.
(f) Adjustment for Reorganization, Reclassification or Similar Events.
-----------------------------------------------------------------
If there 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.
(g) Certificate as to Adjustments. Upon the occurrence of each
-------------------------------
adjustment or 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.
3. Fractional Shares. The Company shall not be required upon the exercise
------------------
of this Warrant to issue any fractions of shares of Common Stock or fractional
Warrants; provided,
--------
-7-
however, that if the Registered Holder exercises this Warrant, any fractional
-------
shares of Common Stock shall be eliminated by rounding any fraction up to the
nearest whole number of shares of Common Stock. The Registered Holder of this
Warrant, by acceptance hereof, expressly waives his right to receive any
fractional share of Common Stock or fractional Warrant upon exercise of this
Warrant.
4. Investment Representations. The initial Registered Holder represents and
--------------------------
warrants to the Company as follows:
(a) Investment. It is acquiring the Warrant, and (if and when it
----------
exercises this 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;
(b) Federal and State Compliance. The Registered Holder understands
----------------------------
that this 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");
(c) Accredited Investor. The Registered Holder is an "accredited
--------------------
investor" as defined in Rule 501(a) under the Act;
(d) Experience. The Registered Holder has made such inquiry concerning
----------
the Company 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
(e) Restricted Securities. The Registered Holder acknowledges and
----------------------
understands 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.
5. Transfers, etc.
--------------
(a) 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.
(b) 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
-8-
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.
(c) 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 BEPLEDGED, 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.
(d) 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.
6. Registration Rights. The shares of Common Stock issuable and issued
-------------------
upon exercise of this Warrant shall be entitled to certain registration rights
in accordance with the provisions of that certain Registration Rights Agreement,
dated [ ], between the Company and the Registered Holder (the "Registration
Rights Agreement").
7. Redemption of Warrant. Notwithstanding anything to the contrary
----------------------
contained in this Warrant or elsewhere, the Warrant cannot be redeemed by the
Company under any circumstances, without the prior written consent of the
Registered Holder.
8. Impairment. The Company will not, by amendment of its charter
----------
documents or through reorganization, consolidation, merger, dissolution, issue
or sale of securities, sale of assets or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of the Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Holder of this Warrant against dilution or other
impairment.
9. Subscription Rights for Shares of Common Stock or Other Securities.
-------------------------------------------------------------------
In case the Company or an affiliate of the Company shall, at any time after the
date hereof and prior to the exercise of the Warrant, in full, issue any rights
to subscribe for shares of Common Stock or any other securities of the Company
or of such affiliate to all of the holders of Common Stock, the holder of the
unexercised Warrant shall be entitled, in addition to the shares of Common Stock
or other securities receivable upon the exercise of the Warrant, to receive such
rights at the time
-9-
such rights are distributed to the other stockholders of the Company, but only
to the extent of the number of shares of Common Stock, if any, for which the
Warrant remains exercisable.
10. Notices of Record Date, etc. In the event:
---------------------------
(a) 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
(b) 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
(c) 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.
11. Reservation of Stock. The Company will at all times reserve and
---------------------
keep available, solely for issuance and delivery upon the exercise of this
Warrant, such number of Warrant Shares and other securities, cash and/or
property, as from time to time shall be issuable upon the exercise of this
Warrant. The Warrant Shares issued upon such exercise shall be validly issued,
fully paid and non-assessable.
12. Replacement Warrant. Upon receipt of evidence reasonably
---------------------
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.
13. Agreement in Connection with Public Offering. The Registered
-----------------------------------------------
Holder agrees, in connection with an underwritten public offering of the
Company's securities pursuant to a registration statement under the Act, (i) not
to sell, make short sale of, loan, grant any options for the purchase of, or
otherwise dispose of any shares of Common Stock held by the Registered Holder
(other than any shares included in the offering) without the prior written
consent of the Company or the underwriters managing such underwritten public
offering of the Company's
-10-
securities for a period of 180 days from the effective date of such registration
statement, and (ii) to execute any agreement reflecting clause (i) above as may
be requested by the Company or the managing underwriters at the time of such
offering.
14. Notices. All notices and other communications from the Company to
-------
the Registered Holder in connection herewith shall be mailed by certified or
registered mail, postage prepaid, or sent via a reputable nationwide overnight
courier service guaranteeing next business day delivery, to the address last
furnished to the Company in writing by the Registered Holder. All notices and
other communications from the Registered Holder to the Company in connection
herewith shall be mailed by certified or registered mail, postage prepaid, or
sent via a reputable nationwide overnight courier service guaranteeing next
business day delivery, to the Company at its principal office set forth below.
If the Company should at any time change the location of its principal office to
a place other than as set forth below, it shall give prompt written notice to
the Registered Holder and thereafter all references in this Warrant to the
location of its principal office at the particular time shall be as so specified
in such notice. All such notices and communications shall be deemed delivered
(i) two business days after being sent by certified or registered mail, return
receipt requested, postage prepaid, or (ii) one business day after being sent
via a reputable nationwide overnight courier service guaranteeing next business
day delivery.
15. No Rights as Stockholder. Until the exercise of this Warrant, the
------------------------
Registered Holder shall not have or exercise any rights by virtue hereof as a
stockholder of the Company.
16. Amendment or Waiver. Any term of this Warrant may be amended or
--------------------
waived only by an instrument in writing signed by the party against which
enforcement of the change or waiver is sought. No waivers of any term, condition
or provision of this Warrant, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such term, condition
or provision.
17. Section Headings. The section headings in this Warrant are for the
----------------
convenience of the parties and in no way alter, modify, amend, limit or restrict
the contractual obligations of the parties.
18. Governing Law. This Warrant will be governed by and construed in
--------------
accordance with the internal laws of the State of Delaware (without reference to
the conflicts of law provisions thereof).
19. Facsimile Signatures. This Warrant may be executed by facsimile
---------------------
signature.
* * * * * * *
-11-
EXECUTED as of the Date of Issuance indicated above.
SENESCO TECHNOLOGIES, INC.
By:
--------------------------------------
Name:
Title:
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 $[ ].
[ ]
By:
--------------------------------------
Name:
---------------------------------
Title:
---------------------------------
-17-
Schedule of Parties
-------------------
to
--
Warrants Issued in Connection with the Stanford Private Placements
------------------------------------------------------------------
and
---
Warrants Issued in Connection with the Conversion of Notes by Certain Directors
-------------------------------------------------------------------------------
Warrant Date of Warrant Number of Exercise
No. Issuance Holder Shares Price
-------------- -------------- ---------------------------------------------- ------------------- ---------------
38 12/03/01 Xxxxxxxxxxx Xxxxxx 89,053 2.00
39 12/03/01 Xxxxxxxxxxx Xxxxxx 89,053 3.25
40 12/03/01 Xxxxxx Quick 44,527 2.00
41 12/03/01 Xxxxxx Xxxxx 44,526 3.25
50 01/16/02 Stanford Venture Capital Holdings, Inc. 125,000 2.00
51 01/16/02 Stanford Venture Capital Holdings, Inc. 125,000 3.25
54 01/24/02 Xxxxxx X. Xxxxx 31,250 2.00
55 01/24/02 Xxxxxx X. Xxxxx 31,250 3.25
56 01/24/02 Xxxxxxx X. Xxxxxxxxxx 31,250 2.00
57 01/24/02 Xxxxxxx X. Xxxxxxxxxx 31,250 3.25
58 01/24/02 Xxxxxxx Xx 31,250 2.00
59 01/24/02 Xxxxxxx Xx 31,250 3.25
60 01/24/02 Xxxxxx X. Xxxxx 31,250 2.00
61 01/24/02 Xxxxxx X. Xxxxx 31,250 3.25
64 12/03/01 Stanford Venture Capital Holdings, Inc. 250,000 2.00
65 12/03/01 Stanford Venture Capital Holdings, Inc. 250,000 3.25
66 12/03/01 Xxxxxx X. Xxxxx 62,500 2.00
67 12/03/01 Xxxxxx X. Xxxxx 62,500 3.25
68 12/03/01 Xxxxxxx X. Xxxxxxxxxx 62,500 2.00
69 12/03/01 Xxxxxxx X. Xxxxxxxxxx 62,500 3.25
70 12/03/01 Xxxxxxx Xx 62,500 2.00
71 12/03/01 Xxxxxxx Xx 62,500 3.25
72 12/03/01 Xxxxxx X. Xxxxx 62,500 2.00
73 12/03/01 Xxxxxx X. Xxxxx 62,500 3.25
