THIS WARRANT
AND THE SHARES OF COMMON STOCK ISSUED UPON ITS


EXERCISE ARE
SUBJECT TO THE RESTRICTIONS ON


TRANSFER
SET FORTH IN SECTION 4 OF THIS WARRANT


 


	Warrant No. [       ]	
        Number of Shares: [     ]

        (subject to adjustment)

	
        Date of Issuance: May 16, 2014

         

        Original Issue Date (as defined in subsection

        2(a)): May 16, 2014
	 


 


Senesco Technologies,
Inc.


 


Series FD

Common Stock Purchase Warrant


 


(Void after September
30, 2016)


 


Senesco Technologies,
Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that [          ], or its registered
assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from
the Company, at any time or from time to time on or after May 16, 2014 and on or before 5:00 p.m. (New York time) on September
30, 2016, [           ] shares of Common Stock,
$0.01 par value per share, of the Company (“Common Stock”), at a purchase price of $2.00 per share.  The
shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant
to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,”
respectively.  This Warrant is one of a series of Warrants issued by the Company in connection with a private placement
of Common Stock and of like tenor, except as to the number of shares of Common Stock subject thereto (collectively, the “Company
Warrants”).


 


1.           Exercise.


 


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


 




    	 



    	 



    

 


(b)           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.


 


* * * * * * *




    	 



    	 



    

 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


 


	 	Senesco Technologies, Inc.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





[SERIES FD WARRANT – SIGNATURE PAGE]







 




    	 



    	 



    

 


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.