EXHIBIT 4.1


 


FORM OF
WARRANT


 





















 


THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED
UPON ITS


EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON


TRANSFER SET FORTH IN SECTION 4 OF THIS
WARRANT


 


	
  Warrant No. [   ]

  	
   

  	
  Number of Shares: [           ]

  (subject to adjustment)

  
	
  Date of
  Issuance: May [           ],
  2005

  

  Original Issue Date (as defined in subsection

  2(a)): May [           ],
  2005

  	
   

  	
   

  



 


Senesco Technologies, Inc.


 


Common Stock Purchase Warrant


 


(Void after May [           ],
2010)


 


Senesco Technologies, Inc.,
a Delaware corporation (the “Company”), for value received, hereby certifies
that [                ],
or its registered assigns (the “Registered Holder”), is entitled, subject to
the terms and conditions set forth below, to purchase from the Company, at any
time or from time to time on or after the date of issuance and on or before
5:00 p.m. (New York time) on May [           ],
2010, [           ]
shares of Common Stock, $0.01 par value per share, of the Company (“Common
Stock”), at a purchase price of $3.38 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.  This Warrant is one of a series of Warrants
issued by the Company in connection with a private placement of Common Stock
and of like tenor, except as to the number of shares of Common Stock subject
thereto (collectively, the “Company Warrants”).


 


1.                                       Exercise.


 


(a)                                  Exercise
for Cash.  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, 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.  A facsimile signature of the Registered
Holder on the purchase form shall be sufficient for purposes of exercising this
Warrant, provided that the Company receives the Registered Holder’s original
signature within three (3) business days thereafter.


 


(b)                                 Cashless
Exercise.


 


(i)                                     At
any time during a period when the Warrant Shares are not registered pursuant to
an effective registration statement filed with the Securities and Exchange


 





















 


Commission, the
Registered Holder may, at its option, elect to exercise this Warrant, in whole
or in part, on a cashless basis, 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, by canceling a
portion of this Warrant in payment of the Purchase Price payable in respect of
the number of Warrant Shares purchased upon such exercise.  In the event of an exercise pursuant to this
subsection 1(b), the number of Warrant Shares issued to the Registered
Holder shall be determined according to the following formula:


 


X = Y(A-B)


A


 


  Where:  X =                                                                                                                          the
number of Warrant Shares that shall be issued to the Registered Holder;


 


Y =                                                                                                                        the
number of Warrant Shares for which this Warrant is being exercised (which shall
include both the number of Warrant Shares issued to the Registered Holder and
the number of Warrant Shares subject to the portion of the Warrant being
cancelled in payment of the Purchase Price);


 


A =                                                                                                                      the
Fair Market Value (as defined below) of one share of Common Stock; and


 


B =                                                                                                                        the
Purchase Price then in effect.


 


(ii)                                  The
Fair Market Value per share of Common Stock shall be determined as follows:


 


(1)                                  If
the Common Stock is listed on a national securities exchange, the Nasdaq
National Market or another nationally recognized trading system as of the
Exercise Date, the Fair Market Value per share of Common Stock shall be deemed
to be the average of the high and low reported sale prices per share of Common
Stock thereon on the trading day immediately preceding the Exercise Date (provided
that if no such price is reported on such day, the Fair Market Value per share
of Common Stock shall be determined pursuant to clause (2) below).


 


(2)                                  If
the Common Stock is not listed on a national securities exchange, the Nasdaq
National Market or another nationally recognized trading system as of the
Exercise Date, the Fair Market Value per share of Common Stock shall be deemed
to be the amount most recently determined by the Board of Directors of the
Company (the “Board”) to represent the fair market value per share of the
Common Stock (including without limitation a determination for purposes of
granting Common Stock options or issuing Common Stock under any plan, agreement
or arrangement with employees of the Company); and, upon request of the
Registered Holder, the Board (or a representative thereof) shall, as promptly
as reasonably practicable but in any event not later than 10 days after such
request, notify the Registered Holder of the Fair Market Value per share of
Common Stock and furnish the Registered Holder with reasonable documentation of
the Board’s determination of such Fair Market Value.


 


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Notwithstanding the
foregoing, if the Board has not made such a determination within the
three-month period prior to the Exercise Date, then (A) the Board shall
make, and shall provide or cause to be provided to the Registered Holder notice
of, a determination of the Fair Market Value per share of the Common Stock
within 15 days of a request by the Registered Holder that it do so, and (B) the
exercise of this Warrant pursuant to this subsection 1(b) shall be
delayed until such determination is made and notice thereof is provided to the
Registered Holder.


 


(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(a) or 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 3 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 plus, in lieu of any
fractional share to which the Registered Holder would otherwise be entitled,
cash in an amount determined 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)                                  Adjustment
for Stock Splits and Combinations. 
If the Company shall at any time or from time to time after 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) (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 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 becomes effective.


 


(b)                                 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


 


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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:


 


(1)                                  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


 


(2)                                  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.


 


(c)                                  Adjustment
in Number of Warrant Shares.  When
any adjustment is required to be made in the Purchase Price pursuant to
subsections 2(a) or 2(b), 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.


 


(d)                                             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.


 


(e)                                  Adjustment
for Reorganization.  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


 


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transaction covered by
subsections 2(a) or 2(d)) (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.  Notwithstanding the
foregoing sentence, if (x) there shall occur any Reorganization in which
the Common Stock is converted into or exchanged for anything other than solely
equity securities, and (y) the common stock of the acquiring or surviving
company is publicly traded, then, as part of such Reorganization, (i) the
Registered Holder shall have the right thereafter to receive upon the exercise
hereof such number of shares of common stock of the acquiring or surviving
company as is determined by multiplying (A) the number of shares of Common
Stock subject to this Warrant immediately prior to such Reorganization by (B) a
fraction, the numerator of which is the Fair Market Value (as defined below)
per share of Common Stock as of the effective date of such Reorganization, and
the denominator of which is the fair market value per share of common stock of
the acquiring or surviving company as of the effective date of such
transaction, as determined in good faith by the Board of Directors of the
Company (the “Board”) (using the principles set forth in subsections 2(e)(i) and
2(e)(ii) to the extent applicable), and (ii) the exercise price per
share of common stock of the acquiring or surviving company shall be the
Purchase Price divided by the fraction referred to in clause (B) above.  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.


 


The
Fair Market Value per share of Common Stock shall be determined as follows:


 


(i)                                     If
the Common Stock is listed on a national securities exchange, The NASDAQ Stock
Market, Inc. (“Nasdaq”) or another nationally recognized trading system as
of the Exercise Date, the Fair Market Value per share of Common Stock shall be
deemed to be the reported closing price per share of Common Stock thereon on
the trading day immediately preceding the Exercise Date (provided that
if no such price is reported on such day, the Fair Market Value per share of
Common Stock shall be determined pursuant to clause (ii)).


 


(ii)                                  If
the Common Stock is not listed on a national securities exchange, Nasdaq or
another nationally recognized trading system as of the Exercise Date, the Fair
Market Value per share of Common Stock shall be deemed to be the amount most
recently determined by the Board to represent the fair market value per share
of the Common Stock (including without limitation a determination for purposes
of granting Common Stock options or issuing Common Stock under any plan,
agreement or arrangement with employees of the Company); and, upon request of
the Registered Holder, the Board (or a representative thereof) shall, as
promptly as reasonably practicable but in any event not later than 10 days
after such request, notify the Registered Holder of the Fair Market Value per
share of Common Stock and furnish the Registered Holder with reasonable
documentation of the Board’s determination of such Fair Market Value.


 


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(f)                                    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) the
Purchase Price then in effect and (ii) 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 fractional shares, but
shall pay the value thereof to the Registered Holder in cash on the basis of
the Fair Market Value per share of Common Stock, as determined pursuant to subsection 2(e) above.


 


4.                                       Transfers,
etc.


 


(a)                                  This
Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they
first shall have been registered under the Securities Act of 1933, as amended
(the “Act”), or (ii) such sale or transfer shall be exempt from the
registration requirements of the Act and the Company 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 4, or (ii) a
transfer made in accordance with Rule 144 under the Act.


 


(b)                                 Each
certificate representing Warrant Shares shall bear a legend substantially in
the following form:


 


“The
securities represented hereby have not been registered under the Securities Act
of 1933, as amended, or any state securities laws and neither the securities
nor any interest therein may not be offered, sold, transferred, pledged or
otherwise disposed of except pursuant to an effective registration under such
act or an exemption from registration, which, in the opinion of counsel
reasonably satisfactory to counsel for this corporation, is available.”


 


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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 or at such time as the Warrant
Shares are sold or transferred in accordance with the requirements of a
registration statement of the Company on Form S-3, or such other form as
may then be in effect.


 


(c)                                  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.


 


(d)                                 Subject
to the provisions of Section 4 hereof, this Warrant and all rights
hereunder are transferable, in whole or in part, upon surrender of this Warrant
with a properly executed assignment (in the form of Exhibit II
hereto) at the principal office of the Company (or, if another office or agency
has been designated by the Company for such purpose, then at such other office
or agency).


 


5.                                       No
Impairment.  The Company will not, by
amendment of its charter or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this 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 Registered
Holder against impairment.


 


6.                                       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, 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.


 


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7.                                       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.


 


8.                                       Exchange
or Replacement of Warrants.


 


(a)                                  Upon
the surrender by the Registered Holder, properly endorsed, to the Company at
the principal office of the Company, the Company will, subject to the
provisions of Section 4 hereof, issue and deliver to or upon the order of
the Registered Holder, at the Company’s expense, a new Warrant or Warrants of
like tenor, in the name of the Registered Holder or as the Registered Holder
(upon payment by the Registered Holder of any applicable transfer taxes) may
direct, calling in the aggregate on the face or faces thereof for the number of
shares of Common Stock (or other securities, cash and/or property) then
issuable upon exercise of this Warrant.


 


(b)                                 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.


 


9.                                       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 one business day after being sent via
a reputable international overnight courier service guaranteeing next business
day delivery.


 


10.                                 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.  Notwithstanding the foregoing, in the event (i) the
Company effects a split of the Common Stock by means of a stock dividend and
the Purchase Price of and the number of Warrant Shares are adjusted as of the
date of the distribution of the dividend (rather than as of the record date for
such dividend), and (ii) the Registered Holder exercises this Warrant
between the record date and the distribution date for such stock dividend, the
Registered Holder shall be entitled to receive, on the distribution date, the
stock dividend with respect to the shares of Common Stock acquired upon such
exercise, notwithstanding the fact that such shares were not outstanding as of
the close of business on the record date for such stock dividend.


 


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11.                                 Amendment
or Waiver.  Any term of this Warrant
may be amended or waived (either generally or in a particular instance and
either retroactively or prospectively) with the written consent of the Company
and the holders of Company Warrants representing at least two-thirds of the
number of shares of Common Stock then subject to outstanding Company Warrants.
Notwithstanding the foregoing, (a) this Warrant may be amended and the
observance of any term hereunder may be waived without the written consent of
the Registered Holder only in a manner which applies to all Company Warrants in
the same fashion and (b) the number of Warrant Shares subject to this
Warrant and the Purchase Price of this Warrant may not be amended, and the
right to exercise this Warrant may not be waived, without the written consent
of the Registered Holder (it being agreed that an amendment to or waiver under
any of the provisions of Section 2 of this Warrant shall not be considered
an amendment of the number of Warrant Shares or the Purchase Price).  The Company shall give prompt written notice
to the Registered Holder of any amendment hereof or waiver hereunder that was
effected without the Registered Holder’s written consent.  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.


 


12.                                 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.


 


13.                                 Governing
Law.  This Warrant will be governed
by and construed in accordance with the internal laws of the State of New York
(without reference to the conflicts of law provisions thereof).


 


14.                                 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:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 


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EXHIBIT I


 


PURCHASE FORM


 


	
  To: Senesco
  Technologies, Inc.

  	
   

  	
  Dated:                          

  



 


The undersigned, pursuant
to the provisions set forth in the attached Warrant (No.        ),
hereby elects to purchase (check applicable box):


 


o                                              shares
of the Common Stock of Senesco Technologies, Inc. covered by such Warrant;
or


 


o                                    the
maximum number of shares of Common Stock covered by such Warrant pursuant to
the cashless exercise procedure set forth in subsection 1(b).


 


The undersigned herewith
makes payment of the full purchase price for such shares at the price per share
provided for in such Warrant.  Such
payment takes the form of (check applicable box or
boxes):


 


o            $           
in lawful money of the United States; and/or


 


o            the cancellation of such portion of the
attached Warrant as is exercisable for a total of
            Warrant
Shares (using a Fair Market Value of
$            per share
for purposes of this calculation) ; and/or


 


o            the cancellation of such number of Warrant
Shares as is necessary, in accordance with the formula set forth in subsection 1(b),
to exercise this Warrant with respect to the maximum number of Warrant Shares
purchasable pursuant to the cashless exercise procedure set forth in subsection 1(b).


 


	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
						



 





















 


EXHIBIT II


 


ASSIGNMENT FORM


 


FOR
VALUE RECEIVED,
                                                                                               
hereby sells, assigns and transfers all of the rights of the undersigned under
the attached Warrant (No.        ) with
respect to the number of shares of Common Stock of Senesco Technologies, Inc.
covered thereby set forth below, unto:


 


	
  Name of Assignee

  	
   

  	
  Address

  	
   

  	
  No. of Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Dated:

  	
   

  	
   

  	
  Signature:

  	
   

  	
   

  



 


	
  Signature
  Guaranteed:

  
	
   

  
	
  By:

  	
   

  	
   

  



 


The signature should be guaranteed by an eligible
guarantor institution (banks, stockbrokers, savings and loan associations and
credit unions with membership in an approved signature guarantee medallion
program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended.





















 


Senesco
Technologies, Inc.

Schedule of Accredited Investors


 


	
   

  	
   

  	
   

  	
   

  	
  Amount

  	
   

  	
  # Shares

  	
   

  	
  Warrants

  	
   

  
	
  1

  	
   

  	
  Hyme Akst

  	
   

  	
  50,000

  	
   

  	
  23,697

  	
   

  	
  11,849

  	
   

  
	
  2

  	
   

  	
  Stephen M.
  Bragin

  	
   

  	
  25,000

  	
   

  	
  11,848

  	
   

  	
  5,924

  	
   

  
	
  3

  	
   

  	
  Yvonne Briggs

  	
   

  	
  10,550

  	
   

  	
  5,000

  	
   

  	
  2,500

  	
   

  
	
  4

  	
   

  	
  Robert Castille

  	
   

  	
  15,000

  	
   

  	
  7,109

  	
   

  	
  3,555

  	
   

  
	
  5

  	
   

  	
  Frank Kee Colen

  	
   

  	
  25,320

  	
   

  	
  12,000

  	
   

  	
  6,000

  	
   

  
	
  6

  	
   

  	
  Paul S. Dennis

  	
   

  	
  50,000

  	
   

  	
  23,697

  	
   

  	
  11,849

  	
   

  
	
  7

  	
   

  	
  Doris Dworkin

  	
   

  	
  25,000

  	
   

  	
  11,848

  	
   

  	
  5,924

  	
   

  
	
  8

  	
   

  	
  Roger D. Elsas

  	
   

  	
  25,000

  	
   

  	
  11,848

  	
   

  	
  5,924

  	
   

  
	
  9

  	
   

  	
  Lou Fidanza

  	
   

  	
  20,000

  	
   

  	
  9,479

  	
   

  	
  4,740

  	
   

  
	
  10

  	
   

  	
  Joel Friedman

  	
   

  	
  25,000

  	
   

  	
  11,848

  	
   

  	
  5,924

  	
   

  
	
  11

  	
   

  	
  Morton E.
  Goulder Rev Trust

  	
   

  	
  50,000

  	
   

  	
  23,697

  	
   

  	
  11,849

  	
   

  
	
  12

  	
   

  	
  Richard Grobman

  	
   

  	
  10,550

  	
   

  	
  5,000

  	
   

  	
  2,500

  	
   

  
	
  13

  	
   

  	
  Hartzmark
  Investment, LLC

  	
   

  	
  100,000

  	
   

  	
  47,393

  	
   

  	
  23,697

  	
   

  
	
  14

  	
   

  	
  Alice Hechter
  Trust

  	
   

  	
  50,000

  	
   

  	
  23,697

  	
   

  	
  11,849

  	
   

  
	
  15

  	
   

  	
  Marian Heiser

  	
   

  	
  25,000

  	
   

  	
  11,848

  	
   

  	
  5,924

  	
   

  
	
  16

  	
   

  	
  Jo-Bar
  Enterprises, LLC / Russell Stone

  	
   

  	
  50,000

  	
   

  	
  23,697

  	
   

  	
  11,849

  	
   

  
	
  17

  	
   

  	
  Marvin Kogod

  	
   

  	
  100,000

  	
   

  	
  47,393

  	
   

  	
  23,697

  	
   

  
	
  18

  	
   

  	
  Daryl E.
  Lowenthal

  	
   

  	
  25,000

  	
   

  	
  11,848

  	
   

  	
  5,924

  	
   

  
	
  19

  	
   

  	
  Lisa Lowenthal
  Pruzan

  	
   

  	
  25,000

  	
   

  	
  11,848

  	
   

  	
  5,924

  	
   

  
	
  20

  	
   

  	
  Robert E.
  Lowenthal

  	
   

  	
  25,000

  	
   

  	
  11,848

  	
   

  	
  5,924

  	
   

  
	
  21

  	
   

  	
  Bennett Marks

  	
   

  	
  20,000

  	
   

  	
  9,479

  	
   

  	
  4,740

  	
   

  
	
  22

  	
   

  	
  Cherie Mintz

  	
   

  	
  25,000

  	
   

  	
  11,848

  	
   

  	
  5,924

  	
   

  
	
  23

  	
   

  	
  Dr. Stephen
  Mintz

  	
   

  	
  25,000

  	
   

  	
  11,848

  	
   

  	
  5,924

  	
   

  
	
  24

  	
   

  	
  Zubin R. Mory

  	
   

  	
  5,000

  	
   

  	
  2,370

  	
   

  	
  1,185

  	
   

  
	
  25

  	
   

  	
  Robert Neuhoff

  	
   

  	
  25,320

  	
   

  	
  12,000

  	
   

  	
  6,000

  	
   

  
	
  26

  	
   

  	
  Arlene Noble

  	
   

  	
  25,000

  	
   

  	
  11,848

  	
   

  	
  5,924

  	
   

  
	
  27

  	
   

  	
  Robert and Susan
  Okin

  	
   

  	
  25,320

  	
   

  	
  12,000

  	
   

  	
  6,000

  	
   

  
	
  28

  	
   

  	
  Kenneth M
  Reichle, Jr.

  	
   

  	
  75,000

  	
   

  	
  35,545

  	
   

  	
  17,773

  	
   

  
	
  29

  	
   

  	
  Rafael Rojas

  	
   

  	
  25,000

  	
   

  	
  11,848

  	
   

  	
  5,924

  	
   

  
	
  30

  	
   

  	
  Lawrence J.
  Rubinstein and Camille S. Rubinstein

  	
   

  	
  14,770

  	
   

  	
  7,000

  	
   

  	
  3,500

  	
   

  
	
  31

  	
   

  	
  Edward L. Ruch

  	
   

  	
  50,000

  	
   

  	
  23,697

  	
   

  	
  11,849

  	
   

  
	
  32

  	
   

  	
  Andrew E. Sandor

  	
   

  	
  15,000

  	
   

  	
  7,109

  	
   

  	
  3,555

  	
   

  
	
  33

  	
   

  	
  Victor J.
  Scaravilli

  	
   

  	
  50,000

  	
   

  	
  23,697

  	
   

  	
  11,849

  	
   

  
	
  34

  	
   

  	
  James A. Schoke
  Revocable Trust

  	
   

  	
  25,000

  	
   

  	
  11,848

  	
   

  	
  5,924

  	
   

  
	
  35

  	
   

  	
  Mark Schwartz

  	
   

  	
  25,000

  	
   

  	
  11,848

  	
   

  	
  5,924

  	
   

  
	
  36

  	
   

  	
  E. Donald
  Shapiro

  	
   

  	
  100,000

  	
   

  	
  47,393

  	
   

  	
  23,697

  	
   

  
	
  37

  	
   

  	
  Howard Synenberg

  	
   

  	
  50,000

  	
   

  	
  23,697

  	
   

  	
  11,849

  	
   

  
	
  38

  	
   

  	
  Lynn M. Taussig

  	
   

  	
  25,000

  	
   

  	
  11,848

  	
   

  	
  5,924

  	
   

  
	
  39

  	
   

  	
  Oscar Zimmerman

  	
   

  	
  35,000

  	
   

  	
  16,588

  	
   

  	
  8,294

  	
   

  
	
  40

  	
   

  	
  Capital Ventures
  International

  	
   

  	
  500,000

  	
   

  	
  236,967

  	
   

  	
  118,484

  	
   

  
	
  41

  	
   

  	
  Castle Creek
  Healthcare Partners LLC

  	
   

  	
  250,000

  	
   

  	
  118,483

  	
   

  	
  59,242

  	
   

  
	
  42

  	
   

  	
  Iroquos Master
  Fund Ltd.

  	
   

  	
  600,000

  	
   

  	
  284,360

  	
   

  	
  142,180

  	
   

  
	
  43

  	
   

  	
  Nite Capital, LP

  	
   

  	
  250,000

  	
   

  	
  118,483

  	
   

  	
  59,242

  	
   

  
	
  44

  	
   

  	
  Omicron Master
  Trust

  	
   

  	
  399,999

  	
   

  	
  189,573

  	
   

  	
  94,787

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  3,371,829

  	
   

  	
  1,598,020

  	
   

  	
  799,020