Exhibit 10.7


 


SENESCO TECHNOLOGIES, INC.


 


INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement ("Agreement") is made as of May 16, 2014 by and between Senesco Technologies, Inc., a Delaware corporation
(the "Company"), and Vaughn V. Smider ("Indemnitee").


 


WHEREAS, Indemnitee
is an executive of the Company and performs valuable services in such capacity for the Company;


 


WHEREAS, the
Company and Indemnitee recognize the substantial increase in corporate litigation in general, subjecting directors, officers, employees,
agents and fiduciaries to expensive litigation risks at the same time as the availability and coverage of liability insurance may
be limited;


 


WHEREAS, the
Company and Indemnitee further recognize the difficulty in obtaining liability insurance for its directors, officers, employees,
agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the coverage of such
insurance;


 


WHEREAS, Indemnitee
does not regard the current protection available as adequate under the present circumstances, and the Indemnitee and other directors,
officers, employees, agents and fiduciaries of the Company may not be willing to continue to serve in such capacities without additional
protection; and


 


WHEREAS, the
Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company and,
in part, in order to induce Indemnitee to continue to provide services to the Company as an executive, the Company wishes to provide
for the indemnification and advancing of expenses to Indemnitee to the maximum extent permitted by law.





 




    	 



    	 



    

 


NOW, THEREFORE,
the Company and Indemnitee hereby agree as follows:


 


1.           Indemnification.


 


(a)          Indemnification
of Expenses. The Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee was or is or becomes
a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened,
pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation
that Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute
resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a "Claim") by reason
of (or arising in part out of) any event or occurrence related to the fact that Indemnitee is or was a director, officer, employee,
agent or fiduciary of the Company, or any subsidiary of the Company, or is or was serving at the request of the Company as a director,
officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason
of any action or inaction on the part of Indemnitee while serving in such capacity (hereinafter an "Indemnifiable Event")
against any and all expenses (including attorneys’ fees and all other costs, expenses and obligations incurred in connection
with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness
in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation),
judgments, fines, penalties and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval
shall not be unreasonably withheld) of such Claim and any federal, state, local or foreign taxes imposed on the Indemnitee as a
result of the actual or deemed receipt of any payments under this Agreement (collectively, hereinafter "Expenses"), including
all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses. Such payment of
Expenses shall be made by the Company as soon as practicable but in any event no later than thirty (30) days after written demand
by Indemnitee therefor is presented to the Company.



 


(b)          Reviewing
Party. Notwithstanding the foregoing, (i) the obligations of the Company under Section l(a) shall be subject to the condition
that the Reviewing Party (as described in Section 10(e) hereof) shall not have determined (in a written opinion, in any case in
which the Independent Legal Counsel referred to in Section 1(c) hereof is involved) that Indemnitee would not be permitted to be
indemnified under applicable law, and (ii) the obligation of the Company to make an advance payment of Expenses to Indemnitee pursuant
to Section 2(a) (an "Expense Advance") shall be subject to the condition that, if, when and to the extent that the Reviewing
Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled
to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however,
that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination
that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would
not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse
the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of
appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expense Advance
shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control (as defined in Section 10(c)
hereof), the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other
than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately
prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section l(c) hereof.
If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would
not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation
seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof,
including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such
proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.


 




    	- 2 -



    	 



    

 


(c)          Change
in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has
been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control)
then with respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Expenses and Expense Advances
under this Agreement or any other agreement or under the Company’s Certificate of Incorporation or By-laws as now or hereafter
in effect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) selected
by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things,
shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to
be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to
above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(d)          Mandatory
Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 9 hereof, to the extent that
Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice,
in defense of any action, suit, proceeding, inquiry or investigation referred to in Section (1)(a) hereof or in the defense of
any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.


 


2.           Expenses;
Indemnification Procedure.


 


(a)          Advancement
of Expenses. The Company shall advance all Expenses incurred by Indemnitee. The advances to be made hereunder shall be paid
by the Company to Indemnitee as soon as practicable but in any event no later than five (5) days after written demand by Indemnitee
therefor to the Company.


 


(b)          Notice/Cooperation
by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified under this Agreement,
give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification will or
could be sought under this Agreement. Notice to the Company shall be directed to the Secretary of the Company at the address shown
on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee). In addition,
Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s
power.


 




    	- 3 -



    	 



    

 


(c)          No
Presumptions; Burden of Proof. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by
judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere,
or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular
belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure
of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had
any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct
or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that
Indemnitee should be indemnified under applicable law, shall be a defense to Indemnitee’s claim or create a presumption that
Indemnitee has not met any particular standard of conduct or did not have any particular belief. In connection with any determination
by the Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder, the burden of proof shall
be on the Company to establish that Indemnitee is not so entitled.


 


(d)          Notice
to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company
has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such
Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take
all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of
such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. Nothing in this Section
2(d) shall limit the Company’s obligations as otherwise provided for herein, including the Company’s obligation to
pay Expenses under Section 1(b) or to advance Expenses under Section 2(a).


 


(e)          Selection
of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any action, suit, proceeding, inquiry
or investigation, the Company, if appropriate, shall be entitled to assume the defense of such action, suit, proceeding, inquiry
or investigation with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do.
After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company
will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect
to the same action, suit, proceeding, inquiry or investigation; provided that, (i) Indemnitee shall have the right to employ Indemnitee’s
counsel in any such action, suit, proceeding, inquiry or investigation at Indemnitee’s expense and (ii) if (A) the employment
of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there
may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not
continue to retain such counsel to defend such action, suit, proceeding, inquiry or investigation, then the fees and expenses of
Indemnitee’s counsel shall be at the expense of the Company.


 




    	- 4 -



    	 



    

 


3.           Additional
Indemnification Rights; Nonexclusivity.


 


(a)          Scope.
The Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification
is not specifically authorized by the other provisions of this Agreement, the Company’s Certificate of Incorporation, the
Company’s By-laws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute
or rule which expands the rights of the corporation to indemnify a member of its board of directors or an officer, employee, agent
or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded
by such change. In the event of any change in any applicable law, statute or rule which narrows the rights of this Company to indemnify
a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required
by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights
and obligations hereunder.


 


(b)          Nonexclusivity.
The indemnification provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the
Company’s Certificate of Incorporation, its By-laws, any agreement, any vote of shareholders or disinterested directors,
the relevant business corporation law of the Company’s state of incorporation, or otherwise. The indemnification provided
under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity
even though Indemnitee may have ceased to serve in such capacity.


 


4.           No
Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any action,
suit, proceeding, inquiry or investigation made against Indemnitee to the extent Indemnitee has otherwise actually received payment
(under any insurance policy, Certificate of Incorporation, By-laws or otherwise) of the amounts otherwise indemnifiable hereunder.


 


5.           Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some
or a portion of Expenses in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding,
inquiry or investigation, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee
for the portion of such Expenses to which Indemnitee is entitled.


 


6.           Mutual
Acknowledgment. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or applicable public policy
may prohibit the Company from indemnifying its directors, officers, employees, agents or fiduciaries under this Agreement or otherwise.
Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the
Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination
of the Company’s right under public policy to indemnify Indemnitee.


 




    	- 5 -



    	 



    

 


7.           Liability
Insurance. To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents or
fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the same rights and benefits
as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s
officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, agents or
fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary.


 


8.           Exceptions.
Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:


 


(a)          Excluded
Action or Omissions. To indemnify Indemnitee for acts, omissions or transactions from which Indemnitee may not be relieved
of liability under applicable law.


 


(b)          Claims
Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or
brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to proceedings brought to establish or enforce
a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company’s Certificate
of Incorporation or By-laws now or hereafter in effect relating to Claims for Indemnifiable Events, (ii) in specific cases if the
Board of Directors has approved the initiation or bringing of such suit, or (iii) as otherwise required under the applicable provisions
of the business corporation law of the Company’s state of incorporation, regardless of whether Indemnitee ultimately is determined
to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.


 


(c)          Lack
of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted
by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material
assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or


 


(d)          Claims
Under Section 16(b). To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale by
Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or any similar successor statute.


 


9.           Period
of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company
against Indemnitee, Indemnitee’s estate, spouse, heirs, executors or personal or legal representatives after the expiration
of two (2) years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished
and deemed released unless asserted by the timely filing of a legal action within such two (2)-year period; provided, however,
that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.


 




    	- 6 -



    	 



    

 


10.          Construction
of Certain Phrases.


 


(a)          For
purposes of this Agreement, references to the "Company" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its directors, officers, employees, agents or fiduciaries,
so that if Indemnitee is or was a director, officer, employee, agent or fiduciary of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under
the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to
such constituent corporation if its separate existence had continued.


 


(b)          For
purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to "serving
at the request of the Company" shall include any service as a director, officer, employee, agent or fiduciary of the Company
which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee
benefit plan, its participants or its beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to
have acted in a manner "not opposed to the best interests of the Company" as referred to in this Agreement.


 


(c)          For
purposes of this Agreement a "Change in Control" shall be deemed to have occurred if (i) any "person" (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially
the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as determined
in accordance with Rule 13d-3 under said Exchange Act), directly or indirectly, of securities of the Company representing more
than twenty percent (20%) of the total voting power represented by the Company’s then outstanding Voting Securities, (ii)
during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Directors
of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s
shareholders was approved by a vote of at least two thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the shareholders of the Company approve a merger or consolidation of the Company with any
other corporation other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving
entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially
all of the Company’s assets.


 




    	- 7 -



    	 



    

 


(d)          For
purposes of this Agreement, "Independent Legal Counsel" shall mean an attorney or firm of attorneys, selected in accordance
with the provisions of Section 1(c) hereof, who shall not have otherwise performed services for the Company or Indemnitee within
the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other
indemnitees under similar indemnity agreements).


 


(e)          For
purposes of this Agreement, a "Reviewing Party" shall mean any appropriate person or body consisting of a member or members
of the Company’s Board of Directors or any other person or body appointed by the Board of Directors who is not a party to
the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.


 


(f)          For
purposes of this Agreement, "Voting Securities" shall mean any securities of the Company that vote generally in the election
of directors.


 


11.          Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall constitute an original.


 


12.          Binding
Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors and assigns, including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives.
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect
regardless of whether Indemnitee continues to serve as a director of the Company or of any other enterprise at the Company’s
request.


 




    	- 8 -



    	 



    

 


13.          Attorneys’
Fees. In the event that any action is instituted by Indemnitee under this Agreement or under any liability insurance policies
maintained by the Company to enforce or interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be paid all
Expenses incurred by Indemnitee with respect to such action, regardless of whether Indemnitee is ultimately successful in such
action, and shall be entitled to the advancement of Expenses with respect to such action, unless as a part of such action the court
of competent jurisdiction over such action determines that each of the material assertions made by Indemnitee as a basis for such
action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under
this Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all Expenses
incurred by Indemnitee in defense of such action (including costs and expenses incurred with respect to Indemnitee’s counterclaims
and cross-claims made in such action), and shall be entitled to the advancement Expenses with respect to such action, unless as
a part of such action the court having jurisdiction over such action determines that each of Indemnitee’s material defenses
to such action were made in bad faith or were frivolous.


 


14.          Notice.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given
(i) if delivered by hand and receipted for by the party addressee, on the date of such receipt, or (ii) if mailed by domestic certified
or registered mail with postage prepaid, on the third business day after the date postmarked. Addresses for notice to either party
are as shown on the signature page of this Agreement, or as subsequently modified by written notice.


 


15.          Consent
to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State
of New Jersey for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and
agree that any action instituted under this Agreement shall be commenced, prosecuted and continued only in the Superior Court of
the State of New Jersey in and for Middlesex County, which shall be the exclusive and only proper forum for adjudicating such a
claim.


 


16.          Severability.
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within
a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable,
and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent
possible, the provisions of this Agreement (including, without limitations, each portion of this Agreement containing any provision
held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.


 


17.          Choice
of Law. This Agreement shall be governed by and its provisions construed and enforced in accordance with the laws of the State
of New Jersey, as applied to contracts between New Jersey residents, entered into and to be performed entirely within the State
of New Jersey, without regard to the conflict of laws principles thereof.


 


18.          Subrogation.
In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such
rights and to enable the Company effectively to bring suit to enforce such rights.


 




    	- 9 -



    	 



    

 


19.          Amendment
and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is
in writing signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


20.          Integration
and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges
all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between
the parties hereto.


 


21.          No
Construction as Employment Agreement. Nothing contained in this Agreement shall be construed as giving Indemnitee any right
to be retained in the employ of the Company or any of its subsidiaries.


 


**********


 




    	- 10 -



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.


 


	 	SENESCO TECHNOLOGIES, INC.
	 	 
	 	/s/ Leslie J. Browne
	 	By:	Leslie J. Browne, Ph.D.
	 	Title:	President


 


	AGREED TO AND ACCEPTED:	 
	 	 
	INDEMNITEE:	 
	 	 
	 	 
	(signature)	 
	 	 
	 	 
	(print name)	 
	 	 
	 	 
	(address)