THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS

    EXERCISE
ARE SUBJECT TO THE RESTRICTIONS ON

    TRANSFER SET FORTH IN
SECTION 4 OF THIS WARRANT

     

    
      
        	
                Warrant
      No. [   ]

              	
                Number
      of Shares: [  ]

                (subject
      to adjustment)

              
	
                Date
      of Issuance: [           ],
      2009

                 

                Original
      Issue Date (as defined in subsection

                2(a)):
      [           ],
      2009

              	 
      


      

    

     

    Senesco Technologies,
Inc.

     

    Common Stock Purchase
Warrant

     

    (Void after [   ], 20161)

     

    Senesco
Technologies, Inc., a Delaware corporation (the “Company”), for value received,
hereby certifies that Cato Holding Company, or its registered assigns (the
“Registered Holder”), is entitled, subject to the terms and conditions set forth
below, to purchase from the Company, at any time or from time to time on or
after [           ]2,
2009 and on or before 5:00 p.m. (New York time) on [           ],
2016, [           ]
shares of Common Stock, $0.01 par value per share, of the Company (“Common
Stock”), at a purchase price of $0.01 per
share.  The shares purchasable upon exercise of this Warrant, and the
purchase price per share, each as adjusted from time to time pursuant to the
provisions of this Warrant, are hereinafter referred to as the “Warrant Shares”
and the “Purchase Price,” respectively.  This Warrant is one of a
series of Warrants issued by the Company in connection with a private placement
of Common Stock and of like tenor, except as to the number of shares of Common
Stock subject thereto (collectively, the “Company Warrants”).

     

    1.           Exercise.

     

    (a)           Exercise for
Cash.  The Registered Holder may, at its option, elect to
exercise this Warrant, in whole or in part and at any time or from time to time,
by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly
executed by or on behalf of the Registered Holder, at the principal office of
the Company, or at such other office or agency as the Company may designate,
accompanied by payment in full, in lawful money of the United States, of the
Purchase Price payable in respect of the number of Warrant Shares purchased upon
such exercise.  A facsimile signature of the Registered Holder on the
purchase form shall be sufficient for purposes of exercising this Warrant,
provided that the Company receives the Registered Holder’s original signature
within three (3) business days thereafter.

     

      
        

      

    

    1 Seventh
year anniversary of Closing date.

    2 Date of
Closing date.

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    (b)           Exercise
Date.  Each exercise of this Warrant shall be deemed to have
been effected immediately prior to the close of business on the day on which
this Warrant shall have been surrendered to the Company as provided in
subsection 1(a) above (the “Exercise Date”).  At such time, the person
or persons in whose name or names any certificates for Warrant Shares shall be
issuable upon such exercise as provided in subsection 1(d) below shall be deemed
to have become the holder or holders of record of the Warrant Shares represented
by such certificates.

     

    (c)           Issuance of
Certificates.  As soon as practicable after the exercise of
this Warrant in whole or in part, and in any event within 10 days thereafter,
the Company, at its expense, will cause to be issued in the name of, and
delivered to, the Registered Holder, or as the Registered Holder (upon payment
by the Registered Holder of any applicable transfer taxes) may
direct:

     

    (i)           a
certificate or certificates for the number of full Warrant Shares to which the
Registered Holder shall be entitled upon such exercise plus, in lieu of any
fractional share to which the Registered Holder would otherwise be entitled,
cash in an amount determined pursuant to Section 3 hereof; and

     

    (ii)           in
case such exercise is in part only, a new warrant or warrants (dated the date
hereof) of like tenor, calling in the aggregate on the face or faces thereof for
the number of Warrant Shares equal (without giving effect to any adjustment
therein) to the number of such shares called for on the face of this Warrant
minus the number of Warrant Shares for which this Warrant was so
exercised.

     

    2.           Adjustments.

     

    (a)           Adjustment for Stock Splits
and Combinations.  If the Company shall at any time or from
time to time after the date on which this Warrant was first issued (or, if this
Warrant was issued upon partial exercise of, or in replacement of, another
warrant of like tenor, then the date on which such original warrant was first
issued) (either such date being referred to as the “Original Issue Date”) effect
a subdivision of the outstanding Common Stock, the Purchase Price then in effect
immediately before that subdivision shall be proportionately
decreased.  If the Company shall at any time or from time to time
after the Original Issue Date combine the outstanding shares of Common Stock,
the Purchase Price then in effect immediately before the combination shall be
proportionately increased.  Any adjustment under this paragraph shall
become effective at the close of business on the date the subdivision or
combination becomes effective.

     

    (b)           Adjustment for Certain
Dividends and Distributions.  In the event the Company at any
time, or from time to time after the Original Issue Date shall make or issue, or
fix a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in additional shares of Common
Stock, then and in each such event the Purchase Price then in effect immediately
before such event shall be decreased as of the time of such issuance or, in the
event such a record date shall have been fixed, as of the close of business on
such record date, by multiplying the Purchase Price then in effect by a
fraction:

     

    (1)           the
numerator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date, and


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


     

    (2)           the
denominator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date plus the number of shares of Common Stock issuable
in payment of such dividend or distribution; provided, however, that if such
record date shall have been fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the Purchase Price
shall be recomputed accordingly as of the close of business on such record date
and thereafter the Purchase Price shall be adjusted pursuant to this paragraph
as of the time of actual payment of such dividends or
distributions.

     

    (c)           Adjustment in Number of
Warrant Shares.  When any adjustment is required to be made in
the Purchase Price pursuant to subsections 2(a) or 2(b), the number of
Warrant Shares purchasable upon the exercise of this Warrant shall be changed to
the number determined by dividing (i) an amount equal to the number of
shares issuable upon the exercise of this Warrant immediately prior to such
adjustment, multiplied by the Purchase Price in effect immediately prior to such
adjustment, by (ii) the Purchase Price in effect immediately after such
adjustment.

     

    (d)              Adjustments for Other
Dividends and Distributions.  In the event the Company at any
time or from time to time after the Original Issue Date shall make or issue, or
fix a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in securities of the Company
(other than shares of Common Stock) or in cash or other property (other than
regular cash dividends paid out of earnings or earned surplus, determined in
accordance with generally accepted accounting principles), then and in each such
event provision shall be made so that the Registered Holder shall receive upon
exercise hereof, in addition to the number of shares of Common Stock issuable
hereunder, the kind and amount of securities of the Company, cash or other
property which the Registered Holder would have been entitled to receive had
this Warrant been exercised on the date of such event and had the Registered
Holder thereafter, during the period from the date of such event to and
including the Exercise Date, retained any such securities receivable during such
period, giving application to all adjustments called for during such period
under this Section 2 with respect to the rights of the Registered
Holder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (e)              Adjustment for
Reorganization.  If there shall occur any reorganization,
recapitalization, reclassification, consolidation or merger involving the
Company in which the Common Stock is converted into or exchanged for securities,
cash or other property (other than a transaction covered by
subsections 2(a), 2(b) or 2(d)) (collectively, a “Reorganization”), then,
following such Reorganization, the Registered Holder shall receive upon exercise
hereof the kind and amount of securities, cash or other property which the
Registered Holder would have been entitled to receive pursuant to such
Reorganization if such exercise had taken place immediately prior to such
Reorganization.  Notwithstanding the foregoing sentence, if
(x) there shall occur any Reorganization in which the Common Stock is
converted into or exchanged for anything other than solely equity securities,
and (y) the common stock of the acquiring or surviving company is publicly
traded, then, as part of such Reorganization, (i) the Registered Holder
shall have the right thereafter to receive upon the exercise hereof such number
of shares of common stock of the acquiring or surviving company as is determined
by multiplying (A) the number of shares of Common Stock subject to this
Warrant immediately prior to such Reorganization by (B) a fraction, the
numerator of which is the Fair Market Value per share of Common Stock as of the
effective date of such Reorganization, as determined below, and the denominator
of which is the fair market value per share of common stock of the acquiring or
surviving company as of the effective date of such transaction, as determined in
good faith by the Board (using the principles set forth below to the extent
applicable), and (ii) the exercise price per share of common stock of the
acquiring or surviving company shall be the Purchase Price divided by the
fraction referred to in clause (B) above.  In any such case,
appropriate adjustment (as determined in good faith by the Board) shall be made
in the application of the provisions set forth herein with respect to the rights
and interests thereafter of the Registered Holder, to the end that the
provisions set forth in this Section 2 (including provisions with respect to
changes in and other adjustments of the Purchase Price) shall thereafter be
applicable, as nearly as reasonably may be, in relation to any securities, cash
or other property thereafter deliverable upon the exercise of this
Warrant.

     

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

     

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

     

    (2)           If
the Common Stock is not listed on a national securities exchange or another
nationally recognized trading system as of the Exercise Date, the Fair Market
Value per share of Common Stock shall be deemed to be the amount most recently
determined by the Board of Directors of the Company (the “Board”) to represent
the fair market value per share of the Common Stock (including without
limitation a determination for purposes of granting Common Stock options or
issuing Common Stock under any plan, agreement or arrangement with employees of
the Company); and, upon request of the Registered Holder, the Board (or a
representative thereof) shall, as promptly as reasonably practicable but in any
event not later than 10 days after such request, notify the Registered Holder of
the Fair Market Value per share of Common Stock and furnish the Registered
Holder with reasonable documentation of the Board’s determination of such Fair
Market Value.  Notwithstanding the foregoing, if the Board has not
made such a determination within the three-month period prior to the Exercise
Date, then the Board shall make, and shall provide or cause to be provided to
the Registered Holder notice of, a determination of the Fair Market Value per
share of the Common Stock within 15 days of a request by the Registered Holder
that it do so.

     

    (f)           Certificate as to
Adjustments.  Upon the occurrence of each adjustment or
readjustment of the Purchase Price pursuant to this Section 2, the Company at
its expense shall, as promptly as reasonably practicable but in any event not
later than 10 days thereafter, compute such adjustment or readjustment in
accordance with the terms hereof and furnish to the Registered Holder a
certificate setting forth such adjustment or readjustment (including the kind
and amount of securities, cash or other property for which this Warrant shall be
exercisable and the Purchase Price) and showing in detail the facts upon which
such adjustment or readjustment is based.  The Company shall, as
promptly as reasonably practicable after the written request at any time of the
Registered Holder (but in any event not later than 10 days thereafter), furnish
or cause to be furnished to the Registered Holder a certificate setting forth
(i) the Purchase Price then in effect and (ii) the number of shares of
Common Stock and the amount, if any, of other securities, cash or property which
then would be received upon the exercise of this Warrant.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    3.           Fractional
Shares.  The Company shall not be required upon the exercise of
this Warrant to issue any fractional shares, but shall pay the value thereof to
the Registered Holder in cash on the basis of the Fair Market Value per share of
Common Stock, as determined pursuant to subsection 2(e) above.

     

    4.           Transfers,
etc.

     

    (a)           This
Warrant and the Warrant Shares shall not be sold or transferred unless either
(i) they first shall have been registered under the Securities Act of 1933,
as amended (the “Act”), (ii) such sale or transfer shall be exempt from the
registration requirements of the Act and the Company shall have been furnished
with an opinion of legal counsel, reasonably satisfactory to the Company, to the
effect that such sale or transfer is exempt from the registration requirements
of the Act or (iii) the Company agrees, in writing, to such
transfer.  Notwithstanding the foregoing, no registration, opinion of
counsel or Company approval shall be required for (i) a transfer by a
Registered Holder which is an entity to a wholly owned subsidiary or member of
senior management of such entity, a transfer by a Registered Holder which is a
partnership to a partner of such partnership or a retired partner of such
partnership or to the estate of any such partner or retired partner, or a
transfer by a Registered Holder which is a limited liability company to a member
of such limited liability company or a retired member or to the estate of any
such member or retired member, provided that the
transferee in each case agrees in writing to be subject to the terms of this
Section 4, or (ii) a transfer made in accordance with Rule 144
under the Act and, provided further,
that the transferor and transferee provide the Company with the paperwork
necessary to transfer the Warrant and the Warrant Shares including
representations to the effect that the transfer complies with applicable
law.

     

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

     

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

     

    The
foregoing legend shall be removed from the certificates representing any Warrant
Shares, at the request of the holder thereof, at such time as they become
eligible for resale pursuant to Rule 144 under the Act or at such time as
the Warrant Shares are sold or transferred in accordance with the requirements
of a registration statement of the Company on Form S-3, or such other form as
may then be in effect.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c)           The
Company will maintain a register containing the name and address of the
Registered Holder of this Warrant.  The Registered Holder may change
its address as shown on the warrant register by written notice to the Company
requesting such change.

     

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

     

    5.           No
Impairment.  The Company will not, by amendment of its charter
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Registered Holder against impairment.

     

    6.           Notices of Record Date,
etc.  In the event:

     

    (a)           the
Company shall take a record of the holders of its Common Stock (or other stock
or securities at the time deliverable upon the exercise of this Warrant) for the
purpose of entitling or enabling them to receive any dividend or other
distribution, or to receive any right to subscribe for or purchase any shares of
stock of any class or any other securities, or to receive any other right;
or

     

    (b)           of
any capital reorganization of the Company, any reclassification of the Common
Stock of the Company, any consolidation or merger of the Company with or into
another corporation, or any transfer of all or substantially all of the assets
of the Company; or

     

    (c)           of
the voluntary or involuntary dissolution, liquidation or winding-up of the
Company, then, and in each such case, the Company will send or cause to be sent
to the Registered Holder a notice specifying, as the case may be, (i) the record
date for such dividend, distribution or right, and the amount and character of
such dividend, distribution or right, or (ii) the effective date on which such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such other stock or
securities at the time deliverable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up.  Such notice shall be sent at least 10 days
prior to the record date or effective date for the event specified in such
notice.

     

    7.           Reservation of
Stock.  The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such number of Warrant Shares and other securities, cash and/or property, as
from time to time shall be issuable upon the exercise of this
Warrant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.           Exchange or Replacement of
Warrants.

     

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

     

    (b)           Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and (in the case of loss, theft or
destruction) upon delivery of an indemnity agreement (with surety if reasonably
required) in an amount reasonably satisfactory to the Company, or (in the case
of mutilation) upon surrender and cancellation of this Warrant, the Company will
issue, in lieu thereof, a new Warrant of like tenor.

     

    9.           Notices.  All
notices and other communications from the Company to the Registered Holder in
connection herewith shall be mailed by certified or registered mail, postage
prepaid, or sent via a reputable nationwide overnight courier service
guaranteeing next business day delivery, to the address last furnished to the
Company in writing by the Registered Holder.  All notices and other
communications from the Registered Holder to the Company in connection herewith
shall be mailed by certified or registered mail, postage prepaid, or sent via a
reputable nationwide overnight courier service guaranteeing next business day
delivery, to the Company at its principal office set forth below.  If
the Company should at any time change the location of its principal office to a
place other than as set forth below, it shall give prompt written notice to the
Registered Holder and thereafter all references in this Warrant to the location
of its principal office at the particular time shall be as so specified in such
notice. All such notices and communications shall be deemed delivered one
business day after being sent via a reputable international overnight courier
service guaranteeing next business day delivery.

     

    10.           No Rights as
Stockholder.  Until the exercise of this Warrant, the
Registered Holder shall not have or exercise any rights by virtue hereof as a
stockholder of the Company.  Notwithstanding the foregoing, in the
event (i) the Company effects a split of the Common Stock by means of a
stock dividend and the Purchase Price of and the number of Warrant Shares are
adjusted as of the date of the distribution of the dividend (rather than as of
the record date for such dividend), and (ii) the Registered Holder
exercises this Warrant between the record date and the distribution date for
such stock dividend, the Registered Holder shall be entitled to receive, on the
distribution date, the stock dividend with respect to the shares of Common Stock
acquired upon such exercise, notwithstanding the fact that such shares were not
outstanding as of the close of business on the record date for such stock
dividend.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    11.           Amendment or
Waiver.  Any term of this Warrant may be amended or waived
(either generally or in a particular instance and either retroactively or
prospectively) with the written consent of the Company and the holders of
Company Warrants representing at least two-thirds of the number of shares of
Common Stock then subject to outstanding Company Warrants. Notwithstanding the
foregoing, (a) this Warrant may be amended and the observance of any term
hereunder may be waived without the written consent of the Registered Holder
only in a manner which applies to all Company Warrants in the same fashion and
(b) the number of Warrant Shares subject to this Warrant and the Purchase Price
of this Warrant may not be amended, and the right to exercise this Warrant may
not be waived, without the written consent of the Registered Holder (it being
agreed that an amendment to or waiver under any of the provisions of Section 2
of this Warrant shall not be considered an amendment of the number of Warrant
Shares or the Purchase Price).  The Company shall give prompt written
notice to the Registered Holder of any amendment hereof or waiver hereunder that
was effected without the Registered Holder’s written consent.  No
waivers of any term, condition or provision of this Warrant, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such term, condition or provision.

     

    12.           Section
Headings.  The section headings in this Warrant are for the
convenience of the parties and in no way alter, modify, amend, limit or restrict
the contractual obligations of the parties.

     

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

     

    14.           Facsimile Signatures.
This Warrant may be executed by facsimile signature.

     

    * * * * *
* *


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXECUTED
as of the Date of Issuance indicated above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	
                                            SENESCO
      TECHNOLOGIES, INC.

                                          
	 
      	 
      
	 	
                                            By: 

                                          	 
	 
      	 
      	
                                            Name:

                                          
	 
      	 
      	
                                            Title:

                                          
	 
      	 
      	 
      
	
                                            ATTEST:

                                          	 
      	 
      
	 
      	 
      	 
      
	 
      	 	 
      	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
I

     

    PURCHASE
FORM

     

    
      
        
          	
                  To:
      Senesco Technologies, Inc.

                	
                  Dated:_________

                


        

      

    

     

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

     

    ▪           _________
shares of the Common Stock of Senesco Technologies, Inc. covered by such
Warrant.

     

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

     

    
      	
               
      

            	
              ▪

            	
              $______
      in lawful money of the United
States.

            


    

     

    
      
        
          
            
              
                
                  	 
      	
                          Signature:

                        	 
      	  
	 
      	 
      	 
      	 
	 
      	
                          Address:

                        	 
      	 
      
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      


                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
II

     

    ASSIGNMENT
FORM

     

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

     

    
      
        
          
            	
                    Name of Assignee

                  	 
      	
                    Address

                  	 
      	
                    No. of Shares

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      

                  	 
      	
                      

                  	 
      


          

        

      

    

     

    
      
        
          
            	
                    Dated:

                  	 
      	 
      	
                    Signature:

                  	 
      


          

        

      

    

     

    Signature
Guaranteed:

     

    
      
        
          	
                  By:

                	 
      	 
      


        

      

    

     

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