Unassociated Document


    EXHIBIT 10.1

     

    
      SECURITIES
PURCHASE AGREEMENT

       

      SECURITIES PURCHASE AGREEMENT
(this “Agreement”), dated as of July 29, 2009, by and among Senesco
Technologies, Inc., a Delaware corporation (the “Company”), and the investors
listed on the signature page attached hereto (the “Purchasers”).

       

      W I T N E S S E T H :

       

      WHEREAS, the Company desires
to sell, transfer and assign to the Purchasers, and the Purchasers desires to
purchase from the Company 588,888 shares (the “Shares”) of the Company’s
common stock, $0.01 par value per share (the “Common Stock”), and certain
warrants, (“Warrant A” and “Warrant B”) to purchase, in the aggregate, up
to 1,067,363 shares of Common Stock (collectively Warrant A and Warrant B
shall be referred to herein as the “Warrants”) for an aggregate purchase price
of $530,000 (the Warrants, together with the Shares, shall be referred to herein
as the “Securities”);

       

      NOW, THEREFORE, in
consideration of the promises and the mutual covenants contained herein, the
parties hereto, intending to be legally bound, hereby agree as
follows:

       

      SECTION
I

       

      PURCHASE AND SALE OF THE
SECURITIES

       

      A.           Purchase and
Sale.  Subject to the terms and conditions of this Agreement
and on the basis of the representations, warranties, covenants and agreements
herein contained, the Company hereby agrees to sell, transfer, assign and convey
the respective number of Securities to the Purchasers as set forth on the
signature pages attached hereto, and the Purchasers agree to purchase, acquire
and accept their respective number of Securities from the Company as set forth
on the signature pages attached hereto.

       

      B.           Purchase
Price.  The Securities are hereby offered at a price of (i)
$0.90 per share of Common Stock, (ii) $0.01 for each share underlying Warrant A
to purchase shares of Common Stock as more fully described below and (iii) $0.60
for each share underlying Warrant B to purchase shares of Common Stock as more
fully described below.  The aggregate purchase price for the
Securities to be paid by the Purchasers to the Company is $530,000 (the
“Aggregate Purchase Price”).  The Aggregate Purchase Price shall be
paid by the Purchasers to the Company on the Closing Date either via certified
bank check or irrevocable wire transfer and shall be paid by the Purchasers in
the amounts set forth on the signature pages attached hereto.

       

      C.           Warrant
A.  Warrant A shall be in the form of Exhibit A attached
hereto shall have a seven year term and shall be exercisable immediately at an
exercise price of $0.01 per share.  The Purchasers shall be entitled
to purchase, in the aggregate, 530,000 shares of Common Stock underlying
Warrant A.

       

      D.           Warrant
B.  Warrant B shall be in the form of Exhibit B attached
hereto shall have a seven-year term and shall be exercisable six months from the
date of issuance at an exercise price of $0.60 per share.  The
Purchasers shall be entitled to purchase, in the aggregate, 537,363 shares
of Common Stock underlying Warrant B.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      SECTION
II

       

      REPRESENTATIONS,
WARRANTIES, COVENANTS

      AND AGREEMENTS OF THE
COMPANY

       

      Except as
set forth in the accompanying disclosure schedules, or as disclosed in, and
reasonably apparent from, any report, schedule, form or other document filed
with, or furnished to, the SEC and publicly available prior to the date of this
Agreement, the Company represents and warrants to, and covenants and agrees
with, the Purchasers, as of the date hereof, that:

       

      A.           Organization; Good
Standing.  The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
full corporate power and authority to own its properties and to conduct the
business in which it is now engaged.

       

      B.           Authority.  Except
as set forth on Schedule IIB, the Company has the full corporate power,
authority and legal right to execute and deliver this Agreement and to perform
all of its obligations and covenants hereunder, and no consent or approval of
any other person or governmental authority is required therefore.  The
execution and delivery of this Agreement by the Company, the performance by the
Company of its obligations and covenants hereunder and the consummation by the
Company of the transactions contemplated hereby have been duly authorized by all
necessary corporate action.  This Agreement constitutes a valid and
legally binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency or other similar laws affecting the enforceability of
creditors’ rights in general or by general principles of equity.

       

      C.           No Legal Bar;
Conflicts.  Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby,
violates any provision of the Certificate of Incorporation, as amended, or
By-Laws of the Company or any law, statute, ordinance, regulation, order,
judgment or decree of any court or governmental agency, or conflicts with or
results in any breach of any of the terms of or constitutes a default under or
results in the termination of or the creation of any lien pursuant to the terms
of any contract or agreement to which the Company is a party or by which the
Company or any of its assets is bound.

       

      D.           Non-Assessable
Shares.  The Securities being issued hereunder, subject to the
receipt of stockholder approval for an increase in the number of authorized
shares, will be duly authorized and, the Shares, when issued to the Purchasers
for the consideration herein provided, and the shares of Common Stock issued
upon the proper exercise of the Warrants, will be validly issued, fully paid and
non-assessable.

       

       

      
        
          
          

        

        
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      E.           SEC Documents; Financial
Statements.  During the two years prior to the date hereof, the
Company has timely filed all reports, schedules, forms, statements and other
documents required to be filed by it with the Securities and Exchange Commission
(the “SEC”) pursuant to the reporting requirements of the Securities Exchange
Act of 1934 (the “1934 Act”) (all of the foregoing filed prior to the date
hereof or prior to the Closing Date, and all exhibits included
therein and financial statements and schedules thereto and documents
incorporated by reference therein being hereinafter referred to as the “SEC
Documents”).  The Company has made available to the Purchasers or
their respective representatives true, correct and complete copies of the SEC
Documents not available on the EDGAR system.  As of their respective
dates, the SEC Documents complied in all material respects with the requirements
of the 1934 Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they
were filed with the SEC, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.  As of their respective dates,
the financial statements of the Company included in the SEC Documents complied
as to form in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect
thereto.  Such financial statements have been prepared in accordance
with generally accepted accounting principles, consistently applied, during the
periods involved (except (i) as may be otherwise indicated in such financial
statements or the notes thereto, or (ii) in the case of unaudited interim
statements, to the extent they may exclude footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments).  No other
information provided by or on behalf of the Company to the Purchasers which is
not included in the SEC Documents, including, without limitation, information
provided to any Purchaser by the Company in anticipation of this transaction,
contains any untrue statement of a material fact or omits to state any material
fact necessary in order to make the statements therein, in the light of the
circumstance under which they are or were made, not misleading.

       

      F.           Absence of Certain
Changes.  Except in the ordinary course of business, since July
28, 2009, there has been no material adverse change and no material adverse
development in the business, properties, operations, condition (financial or
otherwise), results of operations or prospects of the Company or its
subsidiaries.  Since July 28, 2009, the Company has not (i) declared
or paid any dividends, (ii) sold any assets, individually or in the aggregate,
in excess of $500,000 outside of the ordinary course of business or (iii) had
capital expenditures, individually or in the aggregate, in excess of
$500,000.  The Company has not taken any steps to seek protection
pursuant to any bankruptcy law nor does the Company have any knowledge or reason
to believe that its creditors intend to initiate involuntary bankruptcy
proceedings or any actual knowledge of any fact which would reasonably lead a
creditor to do so.

       

      G.           No Undisclosed Events,
Liabilities, Developments or Circumstances.  Except as set
forth on Schedule IIG, no event, liability, development or circumstance has
occurred or exists, or is contemplated to occur, with respect to the Company or
its subsidiaries or their respective business, properties, prospects, operations
or financial condition, that would be required to be disclosed by the Company
under applicable securities laws on a registration statement on Form S-1 filed
with the SEC relating to an issuance and sale by the Company of its Common Stock
and which has not been publicly announced.

       

      H.           Foreign Corrupt
Practices.  Neither the Company, nor any of its subsidiaries,
nor any director, officer, agent, employee or other person acting on behalf of
the Company or any of its subsidiaries has, in the course of its actions for, or
on behalf of, the Company (i) used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful
expenses relating to political activity; (ii) made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from
corporate funds; (iii) violated or is in violation of any provision of the U.S.
Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful
bribe, rebate, payoff, influence payment, kickback or other unlawful payment to
any foreign or domestic government official or employee.

       

      
        
          
          

        

        
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      I.           Sarbanes-Oxley
Act.  The Company is in compliance with any and all applicable
requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date
hereof, and any and all applicable rules and regulations promulgated by the SEC
thereunder that are effective as of the date hereof, except where such
noncompliance would not have, individually or in the aggregate, a material
adverse effect.

       

      J.           Intellectual Property
Rights.  The Company and its subsidiaries own or possess
adequate rights or licenses to use all trademarks, trade names, service marks,
service mark registrations, service names, patents, patent rights, copyrights,
inventions, licenses, approvals, governmental authorizations, trade secrets and
other intellectual property rights (“Intellectual Property Rights”) necessary to
conduct their respective businesses as now conducted.  None of the
Company’s Intellectual Property Rights have expired or terminated, or are
expected to expire or terminate within three years from the date of this
Agreement, except for rights which are not necessary to conduct its business as
now conducted.  The Company does not have any knowledge of any
infringement by the Company or its subsidiaries of Intellectual Property Rights
of others.  There is no claim, action or proceeding being made or
brought, or to the knowledge of the Company, being threatened, against the
Company or any of its subsidiaries regarding its Intellectual Property
Rights.  The Company is unaware of any facts or circumstances which
might give rise to any of the foregoing infringements or claims, actions or
proceedings.  The Company and its subsidiaries have taken reasonable
security measures to protect the secrecy, confidentiality and value of all of
their Intellectual Property Rights.

       

      SECTION
III

       

      REPRESENTATIONS,
WARRANTIES, COVENANTS

      AND AGREEMENTS OF THE
PURCHASERS

       

      The
Purchasers, jointly and severally, represent and warrant to, and covenants and
agrees with, the Company, as of the date hereof, that:

       

      A.           Organization (if
applicable).  The Purchaser is, and as of the Closing will be,
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization.

       

      B.           Authorization.  The
Purchaser has, and as of the Closing will have, all requisite power and
authority to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby.  The execution, delivery and
performance of this Agreement, and the consummation of the transactions
contemplated hereby, have been duly and validly authorized by all necessary
action on the part of the Purchaser.  This Agreement has been duly
executed and delivered by the Purchaser and constitutes its legal, valid and
binding obligation, enforceable against the Purchaser in accordance with its
terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency or other similar laws affecting the
enforceability of creditors’ rights in general or by general principles of
equity.

       

      
        
          
          

        

        
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      C.           No Legal Bar;
Conflicts.  Neither the execution and delivery of this
Agreement, nor the consummation by the Purchaser of the transactions
contemplated hereby, violates any law, statute, ordinance, regulation, order,
judgment or decree of any court or governmental agency applicable to the
Purchaser, or violates, or conflicts with, any contract, commitment, agreement,
understanding or arrangement of any kind to which the Purchaser is a party or by
which the Purchaser is bound.

       

      D.           No
Litigation.  No action, suit or proceeding against the
Purchaser relating to the consummation of any of the transactions contemplated
by this Agreement nor any governmental action against the Purchaser seeking to
delay or enjoin any such transactions is pending or, to the Purchaser’s
knowledge, threatened.

       

      E.           Investment
Intent.  The Purchaser: (i) is an accredited investor within
the meaning of Rule 501(a) under the Securities Act of 1933, as amended (the
“Act”); (ii) is aware of the limits on resale imposed by virtue of the nature of
the transactions contemplated by this Agreement, specifically the restrictions
imposed by Rule 144 of the Act, and is aware that the certificates representing
the Purchaser’s respective ownership of the Securities will bear related
restrictive legends; and (iii) except as otherwise set forth herein, is
acquiring the shares of the Company hereunder without registration under the Act
in reliance on the exemption from registration contained in Section 4(2) of the
Act and/or Rule 506 promulgated pursuant to Regulation D of the Act, for
investment for its own account, and not with a view toward, or for sale in
connection with, any distribution thereof, nor with any present intention of
distributing or selling such shares.  The information contained in the
Accredited Investor Questionnaire in the form of Exhibit C attached
hereto and delivered by the Purchaser in connection with this Agreement is true
and complete in all respects.  The Purchaser has been given the
opportunity to ask questions of, and receive answers from, the officers of the
Company regarding the Company, its current and proposed business operations and
the Securities, and the officers of the Company have made available to the
Purchaser all documents and information that the Purchaser has requested
relating to an investment in the Company.  The Purchaser has been
given the opportunity to retain competent legal counsel in connection with the
purchase of the Securities and acknowledges that the Company has relied upon the
Purchaser’s representations in this Section 3 in offering and selling the
Securities to the Purchaser.

       

      G.           Economic Risk; Restricted
Securities.  The Purchaser recognizes that the investment in
the Securities involves a number of significant risks.  The foregoing,
however, does not limit or modify the representations, warranties and agreements
of the Company in Section 2 of this Agreement or the right of the Purchaser to
rely thereon.  The Purchaser is able to bear the economic risks of an
investment in the Securities for an indefinite period of time, has no need for
liquidity in such investment and, at the present time, can afford a complete
loss of such investment.

       

       

      
        
          
          

        

        
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      H.           Access to Information.

       

      (i)  The
Purchaser has had access to all reports required to be filed by the Company (the
“SEC Reports”)
under the Securities Exchange Act of 1934, as amended.

       

      (ii)  The
Purchaser represents that it has not received any information about the Company
other than what has been disclosed in the documents set forth above, and has had
the opportunity to ask questions of, and receive answers from, the Company
regarding the foregoing documents.

       

      (iii) The
Company has engaged each of RAMPartners SA and Midtown Partners & Co., LLC
to act as its financial advisors (the “Financial Advisors”).  The
Financial Advisors are entitled to receive compensation only if the funds
raised in a financing are provided by investors who are introduced to the
Company solely through the efforts of the Financial Advisors.  In
connection with the transaction contemplated by this Agreement, the Financial
Advisors shall not receive any compensation.

       

      I.           Suitability.  The
Purchaser has carefully considered, and has, to the extent the Purchaser deems
it necessary, discussed with the Purchaser’s own professional legal, tax and
financial advisers the suitability of an investment in the Securities for the
Purchaser’s particular tax and financial situation, and the Purchaser has
determined that the Securities is a suitable investment.

       

      J.           Legend.  The
Purchaser acknowledges that the certificates evidencing the Securities will bear
the following legend:

       

      THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  THE SHARES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES
UNDER SUCH ACT OR AN OPINION OF COUNSEL TO THE ISSUER THAT REGISTRATION IS NOT
REQUIRED UNDER THE ACT.

       

      The
Company acknowledges and agrees that a Purchaser may from time to time pledge
pursuant to a bona fide margin agreement with a registered broker-dealer or
grant a security interest in some or all of the Securities to a financial
institution that is an “accredited investor” as defined in Rule 501(a) under the
Act and who agrees in writing to be bound by the provisions of this Agreement
and, if required under the terms of such arrangement, such Purchaser may
transfer pledged or secured Securities to the pledgees or secured
parties.  Such a pledge or transfer would not be subject to approval
of the Company and no legal opinion of legal counsel of the pledgee, secured
party or pledgor shall be required in connection therewith, provided that any
such transfer would comply with federal and state securities
laws.  Further, no notice shall be required of such
pledge.  At the appropriate Purchaser’s expense, the Company will
execute and deliver such reasonable documentation as a pledgee or secured party
of Securities may reasonably request in connection with a pledge or transfer of
the Securities.

       


      
        
           


        

        
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      Certificates
evidencing the Securities shall not be required to contain such legend or any
other legend (i) following any sale of such Securities pursuant to Rule 144,
(ii) if such Securities are eligible for sale under Rule 144, or (iii) such
legend is not required under applicable requirements of the Act (including
judicial interpretations and pronouncements issued by the staff of the SEC), in
each such case (i) through (iii) to the extent reasonably determined by the
Company’s legal counsel.  At such time and to the extent a legend is
no longer required for the Securities, the Company will use its best efforts to
no later than five (5) trading days following the delivery by a Purchaser to the
Company or the Company’s transfer agent of a legended certificate representing
such Securities (together with such accompanying documentation or
representations as reasonably required by counsel to the Company) (such fifth
trading day, the “Legend Removal Date”), deliver or cause to be delivered a
certificate representing such Securities that is free from the foregoing
legend.

       

      In
addition to a Purchaser’s other available remedies, the Company shall pay to a
Purchaser, in cash, as partial liquidated damages and not as a penalty, for each
$1,000 of Securities (based on the VWAP of the Common Stock on the date such
Securities are submitted to the Company’s transfer agent) delivered for removal
of the restrictive legend and subject to this section, $10 per trading day
(increasing to $20 per trading day five (5) trading days after such damages have
begun to accrue) for each trading day after the second trading day following the
Legend Removal Date until such certificate is delivered without a
legend.  Nothing herein shall limit such Purchaser’s right to pursue
actual damages for the Company’s failure to deliver certificates representing
any Securities as required, and such Purchaser shall have the right to pursue
all remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive
relief.  Notwithstanding anything herein to the contrary, in no event
will the Company be obligated to make payments to any Purchaser under this
section in excess of 5% of the aggregate amount invested by such
Purchaser.

       

      The
Purchaser agrees that the removal of the restrictive legend from certificates
representing Securities as set forth in this Section is predicated upon the
Company’s reliance that the Purchaser will sell any Securities pursuant to
either the registration requirements or the Act, including any applicable
prospectus delivery requirements, or an exemption therefrom, and that if
Securities are sold pursuant to a Registration Statement, they will be sold in
compliance with the plan of distribution set forth therein.

       

      K.  Registration of the
Securities. The Securities have
not been and are not being registered under the Securities Act of 1933, as
amended (the “Securities Act”) or any state securities laws, and may not
be offered for sale, sold, assigned or transferred.  The Company and
the Purchaser agree to rely on Rule 144 of the
Securities Act, when applicable, in the event a Purchaser desires to undertake
any resale of any of the Securities.

       

      SECTION
IV

       

      THE CLOSING AND CONDITIONS
TO CLOSING

       

      A.           Time and Place of the
Closing.  The closing shall be held at the offices of Morgan,
Lewis & Bockius, 502 Carnegie Center, Princeton, New Jersey 08540 as soon a
practible following
the satisfaction of the Company of all of the conditions to closing, as set
forth below, (the “Closing Date”), or such other time and place as the Company
and the Purchasers may mutually agree.

       

      
        
          
          

        

        
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      (i)  Delivery by the
Company.  Delivery of the Securities shall be made by the
Company, or by its transfer agent, as applicable, to the Purchasers as soon as
reasonably practicable after the Closing Date by delivering certificates
representing their respective portion of Securities as set forth on the
signature pages attached hereto, each such certificate to be accompanied by any
requisite documentary or transfer tax stamps.

       

      (ii) Delivery by the Purchasers.  On
or before the Closing Date, the Purchasers shall deliver to the Company the
Aggregate Purchase Price, based on the number of Securities purchased by such
Purchasers as set forth on the signature pages attached hereto, by certified
bank check or by irrevocable wire transfer to the Company.

      


      (iii)  Other Conditions to
Closing.  As of the Closing Date:

      


      (a)           all
requisite action by the Company’s Board of Directors shall have been taken
pursuant to the By-Laws of the Company; and

       

      (b)           the
Company shall have obtained the requisite stockholder vote necessary to legally
consummate the transactions contemplated hereby.  Should this
condition to closing no longer be legally necessary, then the parties can
mutually agree to waive this condition to closing.

       

      In the event the Company is unable to
obtain, if necessary, the requisite stockholder vote necessary to legally
consummate the transactions contemplated hereby by December 31, 2009, then the
obligations of the Purchasers and the Company to each other pursuant to this
Agreement shall terminate.

       

      SECTION
V

       

      MISCELLANEOUS

       

      A.           Entire
Agreement.  This Agreement contains the entire agreement
between the parties hereto with respect to the transactions contemplated hereby,
and no modification hereof shall be effective unless in writing and signed by
the party against which it is sought to be enforced.

       

      B.           Invalidity,
Etc.  If any provision of this Agreement, or the application of
any such provision to any person or circumstance, shall be held invalid by a
court of competent jurisdiction, the remainder of this Agreement, or the
application of such provision to persons or circumstances other than those as to
which it is held invalid, shall not be affected thereby.

       

      C.           Headings.  The
headings of this Agreement are for convenience of reference only and are not
part of the substance of this Agreement.

       


      
        
           


        

        
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      D.           Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.

       

      E.           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable in the case
of agreements made and to be performed entirely within such State, without
regard to principles of conflicts of law, and the parties hereto hereby submit
to the exclusive jurisdiction of the state and federal courts located in the
State of New Jersey.

       

      F.           Counterparts.  This
Agreement may be executed in one or more identical counterparts, each of which
shall be deemed an original but all of which together will constitute one and
the same instrument.

       

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

       

      COMPANY:

       

       

      SENESCO
TECHNOLOGIES, INC.

       

       

      By: 
/s/ Bruce C. Galton 

        
          

        

      

      Name: 
Bruce C. Galton

      Title: 
President and Chief Executive Officer

       

       

      PURCHASERS:

       

       

      By: 
/s/ Christoper Forbes 

        
          

        

      

      Name:  Christopher
Forbes

      Title:

       

      Address:

      
        
          

        

      

      
        

      

    

    Telecopy:

    
      
        

      

    

    


    
      	
              (a)

            	
              Investment
      Amount: $88,000

            


    

     

    
      	
              (b)

            	
              Number
      of shares of Common Stock:97,778
shares

            


    

     

    
      	
              (c)

            	
              Warrants
      to purchase shares of Common Stock:

            


    

    
      Warrant
A: 88,000 warrant shares

      Warrant
B: 89,222 warrant shares

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

     

    
      COMPANY:

       

       

      SENESCO
TECHNOLOGIES, INC.

       

       

      By: 
/s/ Bruce C. Galton  

        
          

        

      

      Name: 
Bruce C. Galton

      Title: 
President and Chief Executive Officer

       

       

      PURCHASERS:

       

       

      By: 
/s/ Rudolf Stalder 

        
          

        

      

      Name:  Rudolf
Stalder

      Title:

       

      Address:

      
        
          

        

      

      
        

      

      
        Telecopy:

        
          
            

          

        

      

    

     

     

       

    


    
      	
              (a)

            	
              Investment
      Amount: $13,500

            


    

     

    
      	
              (b)

            	
              Number
      of shares of Common Stock:15,000
shares

            


    

     

    
      	
              (c)

            	
              Warrants
      to purchase shares of Common Stock:

            


    

    Warrant
A: 13,500 warrant shares

    Warrant
B: 13,688 warrant shares

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

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

     

     

    
      COMPANY:

       

       

      SENESCO
TECHNOLOGIES, INC.

       

       

      By: 
/s/ Bruce C. Galton  

        
          

        

      

      Name: 
Bruce C. Galton

      Title: 
President and Chief Executive Officer

       

       

      PURCHASERS:

       

       

      By: 
/s/ Harlan W. Waksal, M.D. 

        
          

        

      

      Name:  Harlan
W. Waksal, M.D.

      Title:

       

      Address:

      
        
          

        

      

      
        

      

      
        Telecopy:

        
          
            

          

        

      

    

     

    


    
      	
              (a)

            	
              Investment
      Amount: $13,500

            


    

     

    
      	
              (b)

            	
              Number
      of shares of Common Stock:15,000
shares

            


    

     

    
      	
              (c)

            	
              Warrants
      to purchase shares of Common Stock:

            


    

    
      Warrant
A: 13,500 warrant shares

      Warrant
B: 13,688 warrant shares

    

    


    


    


    


    


    


    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

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

     

     

    
      COMPANY:

       

       

      SENESCO
TECHNOLOGIES, INC.

       

       

      By: 
/s/ Bruce C. Galton 

        
          

        

      

      Name: 
Bruce C. Galton

      Title: 
President and Chief Executive Officer

       

       

      PURCHASERS:

       

       

      By: 
/s/ Thomas C. Quick Charitable Foundation

        
          

        

      

      Name:  Thomas
C. Quick Charitable Foundation

      Title:

       

      Address:

      
        
          

        

      

      
        

      

      
        Telecopy:

        
          
            

          

        

      

    

     

     

    
      	
              (a)

            	
              Investment
      Amount: $7,000

            


    

     

    
      	
              (b)

            	
              Number
      of shares of Common Stock:7,778
shares

            


    

     

    
      	
              (c)

            	
              Warrants
      to purchase shares of Common Stock:

            


    

    Warrant
A: 7,000 warrant shares

    Warrant
B: 7,097 warrant shares

    


    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

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

     

     

    
      COMPANY:

       

       

      SENESCO
TECHNOLOGIES, INC.

       

       

      By: 
/s/ Bruce C. Galton 

        
          

        

      

      Name: 
Bruce C. Galton

      Title: 
President and Chief Executive Officer

       

       

      PURCHASERS:

       

       

      By: 
/s/ David Rector 

        
          

        

      

      Name:  David
Rector

      Title:

       

      Address:

      
        
          

        

      

      
        

      

      
        Telecopy:

        
          
            

          

        

      

    

    
 

    
      	
              (a)

            	
              Investment
      Amount: $3,000

            


    

     

    
      	
              (b)

            	
              Number
      of shares of Common Stock:3,333
shares

            


    

     

    
      	
              (c)

            	
              Warrants
      to purchase shares of Common Stock:

            


    

    
      Warrant
A: 3,000 warrant shares

      Warrant
B: 3,042 warrant shares

    

    


    


    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

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

     

     

    
      COMPANY:

       

       

      SENESCO
TECHNOLOGIES, INC.

       

       

      By: 
/s/ Bruce C. Galton 

        
          

        

      

      Name: 
Bruce C. Galton

      Title: 
President and Chief Executive Officer

       

       

      PURCHASERS:

       

       

      By: 
/s/ John N. Braca 

        
          

        

      

      Name:  John
N. Braca

      Title:

       

      Address:

      
        
          

        

      

      
        

      

      
        Telecopy:

        
          
            

          

        
                                

    

     

    
      	
              (a)

            	
              Investment
      Amount: $2,000

            


    

     

    
      	
              (b)

            	
              Number
      of shares of Common Stock:2,222
shares

            


    

     

    
      	
              (c)

            	
              Warrants
      to purchase shares of Common Stock:

            


    

    Warrant
A: 2,000 warrant shares

    Warrant
B: 2,028 warrant shares

    


    


    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

     

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

     

     

    
      COMPANY:

       

       

      SENESCO
TECHNOLOGIES, INC.

       

       

      By: 
/s/ Bruce C. Galton 

        
          

        

      

      Name: 
Bruce C. Galton

      Title: 
President and Chief Executive Officer

       

       

      PURCHASERS:

       

       

      By: 
/s/ Warren Isabelle 

        
          

        

      

      Name:  Warren
Isabelle

      Title:

       

      Address:

      
        
          

        

      

      
        

      

      
        Telecopy:

        
          
            

          

        

      

    

     

                        

    


    
      	
              (a)

            	
              Investment
      Amount: $2,000

            


    

     

    
      	
              (b)

            	
              Number
      of shares of Common Stock:2,222
shares

            


    

     

    
      	
              (c)

            	
              Warrants
      to purchase shares of Common Stock:

            


    

    Warrant
A: 2,000 warrant shares

    Warrant
B: 2,028 warrant shares

     

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      



    


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

     

    
      COMPANY:

       

       

      SENESCO
TECHNOLOGIES, INC.

       

       

      By: 
/s/ Bruce C. Galton 

        
          

        

      

      Name: 
Bruce C. Galton

      Title: 
President and Chief Executive Officer

       

       

      PURCHASERS:

       

       

      By: 
/s/ Jack Van Hulst 

        
          

        

      

      Name:  Jack
Van Hulst

      Title:

       

      Address:

      
        
          

        

      

      
        

      

      
        Telecopy:

        
          
            

          

        

      

    

     

     

     

    
      	
              (a)

            	
              Investment
      Amount: $1,000

            


    

     

    
      	
              (b)

            	
              Number
      of shares of Common Stock:1,111
shares

            


    

     

    
      	
              (c)

            	
              Warrants
      to purchase shares of Common Stock:

            


    

    
      Warrant
A: 1,000 warrant shares

    

    
      Warrant
B: 1,014 warrant shares

    

    


    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      



    


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

     

    
      COMPANY:

       

       

      SENESCO
TECHNOLOGIES, INC.

       

       

      By: 
/s/ Bruce C. Galton 

        
          

        

      

      Name: 
Bruce C. Galton

      Title: 
President and Chief Executive Officer

       

       

      PURCHASERS:

       

       

      By: 
/s/ Robert Forbes 

        
          

        

      

      Name:  Robert
Forbes

      Title:

       

      Address:

      
        
          

        

      

      
        

      

      
        Telecopy:

        
          
            

          

           

           

        

      

    

    
      	
              (a)

            	
              Investment
      Amount: $300,000

            


    

     

    
      	
              (b)

            	
              Number
      of shares of Common Stock: 333,333
shares

            


    

     

    
      	
              (c)

            	
              Warrants
      to purchase shares of Common Stock:

            


    

    
      Warrant
A:  300,000 warrant shares

    

    
      Warrant
B:  304,167 warrant shares

    

    


    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      



    


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

     

     

    
      COMPANY:

       

       

      SENESCO
TECHNOLOGIES, INC.

       

       

      By: 
/s/ Bruce C. Galton 

        
          

        

      

      Name: 
Bruce C. Galton

      Title: 
President and Chief Executive Officer

       

       

      PURCHASERS:

       

       

      By: 
/s/ Timothy Forbes 

        
          

        

      

      Name:  Timothy
Forbes

      Title:

       

      Address:

      
        
          

        

      

      
        

      

      
        Telecopy:

        
          
            

          

        

      

    

     

                                         

    


    
      	
              (a)

            	
              Investment
      Amount: $100,000

            


    

     

    
      
        	
                (b)

              	
                Number
      of shares of Common Stock: 111,111
shares

              


      

       

    

    
      
        	
                (c)

              	
                Warrants
      to purchase shares of Common
Stock:

              


      

    

    
      Warrant
A:  100,000 warrant shares

    

    
      Warrant
B:  101,389 warrant shares

    

     

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Exhibit
A

     

    Form
of Warrant

     

     

     

    
      


      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

       

      Exhibit
B

       

      Form
of Warrant

       

       

       

       

       

      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

       

      Exhibit
C

       

      Senesco
Technologies, Inc.

      Confidential
Purchaser Questionnaire

      


      


      Before
any sale of securities in the above-captioned Company can be made to you, this
Questionnaire must be completed and returned to Joel Brooks.  Defined
terms herein shall have the same meaning as set forth in the underlying
Securities Purchase Agreement.

       

      


      1.           Please
check one of the following that accurately describes your status as either an
accredited investor (Item 1, A through H) or a nonaccredited investor (Item 2)
at the time of your purchase of the securities.  Only accredited
investors may participate in this offering.

      


      (1)           Purchaser
is an “accredited investor” as that term is defined in Regulation D adopted
pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (i.e. qualifying for one
or more of the categories set forth below):

      


      
        	
                 
      

              	
                ______

              	
                (A)

              	
                an
      individual whose individual net worth, or joint net worth with that
      individual’s spouse, exceeds
$1,000,000;

              


      

      


      
        	
                 
      

              	
                ______

              	
                (B)

              	
                an
      individual who had an individual income in excess of $200,000 in each of
      the last two calendar years or joint income with that person’s spouse in
      excess of $300,000 in each of those years and who reasonably expects to
      reach the same income level in the current calendar year.  For
      purposes of this offering, individual income shall equal adjusted gross
      income, as reported in the investor’s federal income tax return, less any
      income attributable to a spouse or to property owned by the spouse, and as
      may be further adjusted in accordance with the rules, regulations, and
      releases of the Securities and Exchange
  Commission;

              


      

      


      
        	
                 
      

              	
                ______

              	
                (C)

              	
                a
      bank as defined in Section 3(a)(2) of the Securities Act, or a savings and
      loan association or other institution as defined in Section 3(a)(5)(A) of
      the Securities Act, whether acting in its individual or fiduciary
      capacity; an insurance company as defined in Section 2(13) of the
      Securities Act; an investment company registered under the Investment
      Company Act of 1940 (the “1940 Act”) or a business development company as
      defined in Section 2(a)(48) of the 1940 Act; a Small Business Investment
      Company licensed by the U.S. Small Business Administration under Section
      301(c) or (d) of the Small Business Investment Act of 1958; or an employee
      benefit plan within the meaning of Title I of the Employee Retirement
      Income Security Act of 1974 (“ERISA”), if the investment decision is made
      by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either
      a bank, savings and loan association, insurance company or registered
      investment adviser, or if the employee benefit plan has total assets in
      excess of $5,000,000 or if a self directed
      plan, with investment decisions made solely by persons that are accredited
      investors;

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      
      

      


      
        	
                 
      

              	
                ______

              	
                (D)

              	
                a
      private business development company as defined in Section 202(a)(22) of
      the Investment Advisers Act of
1940;

              


      

      


      
        	
                 
      

              	
                ______

              	
                (E)

              	
                an
      organization described in Section 501(c)(3) of the Internal Revenue Code,
      a corporation, a Massachusetts or similar business trust, or a
      partnership, not formed for the specific purpose of acquiring the
      Securities;

              


      

      


      
        	
                 
      

              	
                ______

              	
                (F)

              	
                an
      entity in which all of the equity owners are accredited investors as set
      forth above;

              


      

      


      
        	
                 
      

              	
                ______

              	
                (G)

              	
                a
      trust (other than a Massachusetts or similar business trust) with total
      assets in excess of $5 million, not formed for the specific purpose of
      investing in the Company, whose purchase is directed by a person who has
      such knowledge and experience in financial and business matters that he is
      capable of evaluating the merits and risks of the prospective investment;
      or

              


      

      


      
        	
                 
      

              	
                ______

              	
                (H)

              	
                an
      individual who is a director or executive officer of the
      Company.

              


      

      


      


      IF
YOU ARE NOT AN ACCREDITED INVESTOR AS DESCRIBED ABOVE, PLEASE MARK
HERE:

      


      ______   (2)  Purchaser
is not an accredited investor as set forth in the criteria in (1) above, but is
otherwise equally qualified, sophisticated and able to make the investment
contemplated hereby.

      


      2.           Purchaser
has reviewed such Purchaser’s financial condition and commitments, alone and
together with Purchaser’s advisors, and, based on such review, Purchaser is
satisfied that (a)  Purchaser has adequate means of providing for
Purchaser’s financial needs and possible contingencies and has assets or sources
of income which, taken together, are more than sufficient so that Purchaser
could bear the risk of loss of the entire investment in the Stock, (b) Purchaser
has no present or contemplated future need to dispose of all or any portion of
the Securities to satisfy any existing or contemplated undertaking, need or
indebtedness, and (c)  Purchaser is capable of bearing the economic risk of
an investment in the Securities for the indefinite future.

      


      3.           Purchaser
understands that the Securities that may be issued to Purchaser will not have
been registered under the Securities Act or any state securities law by reason
of specific exemptions under the provisions thereof which depend in part upon
the other representations and warranties made by Purchaser in this letter,
including Purchaser’s state of residency indicated on the signature page to this
letter. Purchaser understands that the Company is relying upon Purchaser’s
representations and warranties contained in this letter for the purpose of
determining whether this transaction meets the requirements for such exemptions.
Purchaser will furnish any addi­tional
information requested by the Company to assure the compliance of this
transaction with applicable federal and state securities laws.

       

       

       

      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      SIGNATURE PAGE TO ACCREDITED
INVESTOR QUESTIONNAIRE

       

       

      PURCHASER:

       

      ____________________________________

      Name
(print):_________________________

       

      State of
Residency: ___________________

       

      Mailing
Address:

      ____________________________________

      ____________________________________

      ____________________________________