SERIES FA WARRANT AMENDMENT AGREEMENT


 


This SERIES FA WARRANT
AMENDMENT AGREEMENT (this “Amendment”), dated as of June 13, 2014, by and among Senesco Technologies, Inc.,
a Delaware corporation (the “Company”), and the investors listed on the signature pages attached hereto (the
“Holders”).


 


WHEREAS, on
May 16, 2014, the Company issued to the Holders those certain Common Stock Purchase Warrants to purchase shares of the Company’s
common stock, par value $0.01 per share (the “Common Stock”), with an exercise price of $3.00 per share and
a term of six months (the “Series FA Warrants”);


 


WHEREAS, pursuant
to Section 5(l) of the Series FA Warrants, the Series FA Warrants may be amended only with the written consent of the Company and
the Holders holding at least 51% in interest of the Series FA Warrants outstanding at the time; and


 


WHEREAS, to
induce the exercise of the Series FA Warrants, the Company and the Holders now desire to amend the Series FA Warrants to, among
other things, extend the term of the Series FA Warrants, remove the cashless exercise provision and allow each holder of Series
FA Warrants to determine whether to waive certain provisions of the Series FA Warrant.


 


NOW, THEREFORE,
in consideration of the premises and mutual covenants herein below, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.                 
Definition of “Termination Date”. Effective upon the Effective Date, the definition of the term “Termination
Date” shall be revised to now mean December 16, 2014.


 


2.                 
Section 2(a) of the Series FA Warrant. Effective upon the Effective Date, the second sentence of Section 2(a) of
each Series FA Warrant is hereby amended and restated in its entirety to read as follows:


 


“Within
three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the
shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank.”


 


3.                 
Section 2(c) of the Series FA Warrant. Effective upon the Effective Date, Section 2(c) of each Series FA Warrant
is hereby amended and restated in its entirety to read as follows:


 


“c)“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for the thirty (30) trading days (or
the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P.
(based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if the OTC Bulletin Board
is not a Trading Market, the volume weighted average price of the Common Stock for the thirty (30) trading days (or the nearest
preceding date) on the OTC Bulletin Board, OTC Markets or the “Pink Sheets” published by Pink OTC Markets, Inc., or
(c) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected
in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.”


 



    	 



    	 



    




4.                 
Section 2(d)(i) of the Series FA Warrant. Effective upon the Effective Date, the first two sentences of Section 2(d)(i)
of each Series FA Warrant are hereby amended and restated in their entirety to read as follows:


 


“The
Company shall use best efforts to cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder
by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal
at Custodian system (“DWAC”) if the Company is then a participant in such system and there is an effective registration
statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder, and otherwise by physical
delivery to the address specified by the Holder in the Notice of Exercise by the date that is one (1) Trading Day after the delivery
to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be
deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder
of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise
Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares,
having been paid.”


 


5.                 
Section 2(e) of the Series FA Warrant. Effective upon the Effective Date, Section 2(e) of each Series FA Warrant
is hereby amended to insert the following sentence at the end of the section:


 


“Notwithstanding
anything to the contrary, the limitations contained in this paragraph shall not apply to any Holder that, at the time of the requested
exercise of this Warrant, certifies to the Company that he, she or it was, immediately prior to such request, required to report
his, her or its holdings and transactions relating to securities of the Company pursuant to Section 16 of the Exchange Act.”


 


6.                 
Section 5(f) of the Series FA Warrant. Effective upon the Effective Date, Section 5(f) of each Series FA Warrant
is hereby amended and restated in its entirety to read as follows:


 


“f)Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions
upon resale imposed by state and federal securities laws.”


 


7.                 
Notice of Exercise. Effective upon the Effective Date, the Notice of Exercise of each Series FA Warrant is hereby
amended and restated in its entirety to read as set forth on Exhibit A attached hereto.


 


8.                 
Effective Date. This Amendment shall become effective upon execution by the Company and Holders holding at least
51% in interest of the Series FA Warrants outstanding at the time (referred to herein as the “Effective Date”).


 



    	 



    	 



    




9.                 
Except as specifically amended herein, all terms and conditions contained in the Series FA Warrants shall remain in full
force and effect. To the extent there is any conflict between the Series FA Warrants and this Amendment, the terms of this Amendment
shall prevail.


 


10.             
This Amendment shall be enforced, governed and construed in all respects in accordance with the laws of the State of New
York and shall be binding upon the Holders, the Holders’ heirs, estate, legal representatives, successors and assigns and
shall inure to the benefit of the Company, its successors and assigns.


 


11.             
This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of
which together shall be deemed to be one and the same instrument, and may be executed by facsimile signatures.


 


* * * * * * *


 


 






    	 



    	 



    

 


IN WITNESS WHEREOF,
this Amendment has been duly executed by the parties hereto as of the date first written above.


 


 


SENESCO TECHNOLOGIES, INC.


 


 


By:____________________________


Name:


Title:


 


 


HOLDER:


 


_______________________________


 


 


 


By:____________________________


Name:


Title:


 


 


 


 


 


 





[Signature
Page to the Series FA Warrant Amendment Agreement]




 






    	 



    	 



    




 


NOTICE OF EXERCISE


 


To:Senesco
Technologies, Inc. 


 


(1)  
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant
(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer
taxes, if any.


 


(2)  
Payment shall take the form of lawful money of the United States; or


 


(3)  
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


 


The Warrant Shares shall be delivered to
the following DWAC Account Number or by physical delivery of a certificate or DRS statement to:


 


_______________________________


 


_______________________________


 


_______________________________


 


 


[SIGNATURE
OF HOLDER]


 


Name of Investing Entity: ______________________________________________________________________


Signature of Authorized Signatory of
Investing Entity: ________________________________________________


Name of Authorized Signatory: __________________________________________________________________


Title of Authorized Signatory: ___________________________________________________________________


Date: ______________________________________________________________________________________


 


 


 


 


 





[Notice
of Exercise of Series FA Warrant As Amended]