**Exhibit 4.21**

 

**PLACEMENTAGENT WARRANT**

 

THE SECURITIES REPRESENTED BYTHIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFEREDFOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVEREGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, ASAMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLYSATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT ORAPPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAIDACT.

 

**SENESCO TECHNOLOGIES, INC.**

 

**Warrant To Purchase Common Stock**

 
| Warrant No.: SNT-PA-1 | Number of Shares:       | 116,667 |
|-----------------------|-------------------------|---------|
|                  | Warrant Exercise Price: | $0.90   |
|                  | Expiration Date:        | , 2012  |

 

Date of Issuance:             ,2008

 

Senesco Technologies, Inc.,a Delaware corporation (the “Company”), hereby certifies that, for goodand valuable consideration, the receipt and sufficiency of which are herebyacknowledged, H.C. Wainwright &Co., Inc. (the “Holder”), the registered holder hereof orits permitted assigns, is entitled, subject to the terms set forth below, topurchase from the Company upon surrender of this Warrant, at any time or timesafter the six month anniversary after the date hereof, but not after 11:59 P.M.Eastern Time on the Expiration Date (as defined herein) up to 116,667 fullypaid and nonassessable shares of Common Stock (as defined herein) of theCompany (the “Warrant Shares”) at the exercise price per share providedin Section 1(b) below or as subsequently adjusted; provided, however,that in no event shall the holder be entitled to exercise this Warrant for anumber of Warrant Shares in excess of that number of Warrant Shares which, upongiving effect to such exercise, would cause the aggregate number of shares ofCommon Stock beneficially owned by the holder and its affiliates to exceed4.99% of the outstanding shares of the Common Stock following such exercise,except within sixty (60) days of the Expiration Date (however, such restrictionmay be waived by Holder (but only as to itself and not to any other holder)upon not less than 65 days prior notice to the Company).  For purposes of the foregoing proviso, theaggregate number of shares of Common Stock beneficially owned by the holder andits affiliates shall include the number of shares of Common Stock issuable uponexercise of this Warrant with respect to which the determination of suchproviso is being made, but shall exclude shares of Common Stock which would beissuable upon (i) exercise of the remaining, unexercised Warrantsbeneficially owned by the holder and its affiliates and 

 

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(ii) exercise orconversion of the unexercised or unconverted portion of any other securities ofthe Company beneficially owned by the holder and its affiliates (including,without limitation, any convertible notes or preferred stock) subject to alimitation on conversion or exercise analogous to the limitation containedherein.  Except as set forth in thepreceding sentence, for purposes of this paragraph, beneficial ownership shallbe calculated in accordance with Section 13(d) of the SecuritiesExchange Act of 1934, as amended.  Forpurposes of this Warrant, in determining the number of outstanding shares ofCommon Stock a holder may rely on the number of outstanding shares of CommonStock as reflected in (1) the Company’s most recent Form 10-Q or Form 10-K,as the case may be, (2) a more recent public announcement by the Companyor (3) any other notice by the Company or its transfer agent setting forththe number of shares of Common Stock outstanding.  Upon the written request of any holder, theCompany shall promptly, but in no event later than one (1) Business Dayfollowing the receipt of such notice, confirm in writing to any such holder thenumber of shares of Common Stock then outstanding.  In any case, the number of outstanding sharesof Common Stock shall be determined after giving effect to the exercise of Warrants(as defined below) by such holder and its affiliates since the date as of whichsuch number of outstanding shares of Common Stock was reported.

 

### Section 1.

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#### (a)          This Warrant is one ofthe warrants issued pursuant the Engagement Letter and Proposal (“LetterAgreement”) dated April 28, 2006, as amended on August 3, 2007between the Company and the H.C. Wainwright & Co., Inc. or issuedin exchange or substitution thereafter or replacement thereof.  Each Capitalized term used, and not otherwisedefined herein, shall have the meaning ascribed thereto in the SecuritiesPurchase Agreement (“Securities Purchase Agreement”) dated August 1,2007 between the Company and the Buyers listed on Schedule I thereto..

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#### (b)         Definitions.  The following words and terms as used in thisWarrant shall have the following meanings:

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##### (i)                                     “ApprovedStock Plan” means a stock option plan that has been approved by the Boardof Directors of the Company prior to the date of the Securities PurchaseAgreement, pursuant to which the Company’s securities may be issued only to anyemployee, officer or director for services provided to the Company.

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##### (ii)                                  “BusinessDay” means any day other than Saturday, Sunday or other day on whichcommercial banks in the State of New Jersey are authorized or required by lawto remain closed.

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##### (iii)                               “ClosingBid Price” means the closing bid price of Common Stock as quoted on thePrincipal Market (as reported by Bloomberg Financial Markets (“Bloomberg”)through its “Volume at Price” function).

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##### (iv)                              “CommonStock” means (i) the Company’s common stock, par value $0.01 pershare, and (ii) any capital stock into which such Common Stock shall havebeen changed or any capital stock resulting from a reclassification of suchCommon Stock.

 

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##### (v)                                 “Debenture(s)”means the convertible debentures issued pursuant to the Securities PurchaseAgreement.

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##### (vi)                              “Eventof Default” means an event of default under the Securities PurchaseAgreement or the Debentures issued in connection therewith.

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##### (vii)                           “ExcludedSecurities” means, (a) shares issued or deemed to have been issued bythe Company pursuant to an Approved Stock Plan (b) shares of Common Stockissued or deemed to be issued by the Company upon the conversion, exchange or exerciseof any right, option, obligation or security outstanding on the date prior todate of the Securities Purchase Agreement, provided that the terms of suchright, option, obligation or security are not amended or otherwise modified onor after the date of the Securities Purchase Agreement, and provided that theconversion price, exchange price, exercise price or other purchase price is notreduced, adjusted or otherwise modified and the number of shares of CommonStock issued or issuable is not increased (whether by operation of, or inaccordance with, the relevant governing documents or otherwise) on or after thedate of the Securities Purchase Agreement, (c) shares issued in connectionwith any (i) acquisition by the Company, whether through an acquisition ofstock or a merger of any business, assets or technologies, leasing arrangementor any other transaction the primary purpose of which is not to raise equitycapital, or (ii) license agreement, consulting agreement, strategicpartnership or similar business arrangement, and (d) the shares of CommonStock issued or deemed to be issued by the Company upon conversion of theDebenture or the Warrants.

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##### (viii)                        “ExpirationDate” means           , 2013.

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##### (ix)                                “IssuanceDate” means the date hereof.

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##### (x)                                   “Options”means any rights, warrants or options to subscribe for or purchase Common Stockor Convertible Securities.

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##### (xi)                                “Person”means an individual, a limited liability company, a partnership, a jointventure, a corporation, a trust, an unincorporated organization and agovernment or any department or agency thereof.

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##### (xii)                             “PrimaryMarket” means on any of (a) the American Stock Exchange, (b) NewYork Stock Exchange, (c) the Nasdaq Global Select Market, (d) theNasdaq Global Market, (e) the Nasdaq Capital Market, or (e) the NASD Over-the-CounterBulletin Board (“OTCBB”).

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##### (xiii)                          “SecuritiesAct” means the Securities Act of 1933, as amended.

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##### (xiv)                         “Warrant”means this Warrant and all Warrants issued in exchange, transfer or replacementthereof.

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##### (xv)                            “WarrantExercise Price” shall be equal to $0.90.

 

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#### (c)          Other DefinitionalProvisions.

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##### (i)                                     Exceptas otherwise specified herein, all references herein (A) to the Companyshall be deemed to include the Company’s successors and (B) to anyapplicable law defined or referred to herein shall be deemed references to suchapplicable law as the same may have been or may be amended or supplemented fromtime to time.

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##### (ii)                                  Whenused in this Warrant, the words “herein”, “hereof”, and “hereunder**”** and words of similar import, shall referto this Warrant as a whole and not to any provision of this Warrant, and thewords “Section”, “Schedule”, and “Exhibit” shall refer toSections of, and Schedules and Exhibits to, this Warrant unless otherwisespecified.

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##### (iii)                               Wheneverthe context so requires, the neuter gender includes the masculine or feminine,and the singular number includes the plural, and vice versa.

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### Section 2.                                            Exerciseof Warrant.

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#### (a)          Subject to the terms andconditions hereof, this Warrant may be exercised by the holder hereof thenregistered on the books of the Company, pro rata as hereinafter provided, atany time on any Business Day on or after the opening of business on suchBusiness Day, commencing with the first day after the date hereof, and prior to11:59 P.M. Eastern Time on the Expiration Date (i) by delivery of awritten notice, in the form of the subscription notice attached as Exhibit Ahereto (the “Exercise Notice”), of such holder’s election to exercise thisWarrant, which notice shall specify the number of Warrant Shares to bepurchased, payment to the Company of an amount equal to the WarrantExercise Price(s) applicable to the Warrant Shares being purchased,multiplied by the number of Warrant Shares (at the applicable WarrantExercise Price) as to which this Warrant is being exercised (plus anyapplicable issue or transfer taxes) (the “Aggregate Exercise Price”) incash or wire transfer of immediately available funds and the surrender of thisWarrant (or an indemnification undertaking with respect to this Warrant in thecase of its loss, theft or destruction) to a common carrier for overnightdelivery to the Company as soon as practicable following such date (“CashBasis”) or (ii) if at the time of exercise, the Warrant Shares are notsubject to an effective registration statement, by delivering an ExerciseNotice and in lieu of making payment of the Aggregate Exercise Price in cash orwire transfer, elect instead to receive upon such exercise the “Net Number” ofshares of Common Stock determined according to the following formula (the “CashlessExercise”):

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| Net Number = | (A x B) – (A x C) |   |
|--------------|------------------------|--------|
|         | B                      |   |

 

For purposes of the foregoing formula:

 

A = the total number of Warrant Shares with respect to which this Warrantis then being exercised.

 

B = the Closing Bid Price of the Common Stock on the date of exerciseof the Warrant.

 

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C = the Warrant Exercise Price then in effect for the applicableWarrant Shares at the time of such exercise.

 

### In the eventof any exercise of the rights represented by this Warrant in compliance withthis Section 2, the Company shall on or before the fifth (5th)Business Day following the date of receipt of the Exercise Notice, theAggregate Exercise Price and this Warrant (or an indemnification undertakingwith respect to this Warrant in the case of its loss, theft or destruction) andthe receipt of the representations of the holder specified in Section 6hereof, if requested by the Company (the “Exercise Delivery Documents”),and if the Common Stock is DTC eligible, credit such aggregate number of sharesof Common Stock to which the holder shall be entitled to the holder’s or itsdesignee’s balance account with The Depository Trust Company; provided,however, if the holder who submitted the Exercise Notice requested physicaldelivery of any or all of the Warrant Shares, or, if the Common Stock is notDTC eligible then the Company shall, on or before the fifth (5th) Business Day following receipt of the ExerciseDelivery Documents, issue and surrender to a common carrier for overnightdelivery to the address specified in the Exercise Notice, a certificate,registered in the name of the holder, for the number of shares of Common Stockto which the holder shall be entitled pursuant to such request.  Upon delivery of the Exercise Notice andAggregate Exercise Price referred to in clause (i) or (ii) above,the holder of this Warrant shall be deemed for all corporate purposes to havebecome the holder of record of the Warrant Shares with respect to which thisWarrant has been exercised.  In the caseof a dispute as to the determination of the Warrant Exercise Price, the ClosingBid Price or the arithmetic calculation of the Warrant Shares, the Companyshall promptly issue to the holder the number of Warrant Shares that is notdisputed and shall submit the disputed determinations or arithmeticcalculations to the holder via facsimile within one (1) Business Day ofreceipt of the holder’s Exercise Notice.

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#### (b)         If the holder and theCompany are unable to agree upon the determination of the Warrant ExercisePrice or arithmetic calculation of the Warrant Shares within one (1) dayof such disputed determination or arithmetic calculation being submitted to theholder, then the Company shall immediately submit via facsimile (i) thedisputed determination of the Warrant Exercise Price or the Closing Bid Priceto an independent, reputable investment banking firm or (ii) the disputedarithmetic calculation of the Warrant Shares to its independent, outsideaccountant.  The Company shall cause theinvestment banking firm or the accountant, as the case may be, to perform thedeterminations or calculations and notify the Company and the holder of theresults no later than forty-eight (48) hours from the time it receives thedisputed determinations or calculations. Such investment banking firm’s or accountant’s determination orcalculation, as the case may be, shall be deemed conclusive absent manifesterror.

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#### (c)          Unless the rightsrepresented by this Warrant shall have expired or shall have been fullyexercised, the Company shall, as soon as practicable and in no event later thanfive (5) Business Days after any exercise and at its own expense, issue anew Warrant identical in all respects to this Warrant exercised except it shallrepresent rights to purchase the number of Warrant Shares purchasableimmediately prior to such exercise under this Warrant exercised, less thenumber of Warrant Shares with respect to which such Warrant is exercised.

 

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#### (d)         No fractional WarrantShares are to be issued upon any pro rata exercise of this Warrant, but ratherthe number of Warrant Shares issued upon such exercise of this Warrant shall berounded up or down to the nearest whole number.

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#### (e)          RESERVED.

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#### (f)            RESERVED.

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### Section 3.                                            Covenantsas to Common Stock.  The Companyhereby covenants and agrees as follows:

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#### (a)          This Warrant is, and anyWarrants issued in substitution for or replacement of this Warrant will uponissuance be, duly authorized and validly issued.

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#### (b)         All Warrant Shares whichmay be issued upon the exercise of the rights represented by this Warrant will,upon issuance, be validly issued, fully paid and nonassessable and free fromall taxes, liens and charges with respect to the issue thereof.

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#### (c)          During the period withinwhich the rights represented by this Warrant may be exercised, the Company willat all times have authorized and reserved at least one hundred percent (100%)of the number of shares of Common Stock needed to provide for the exercise ofthe rights then represented by this Warrant and the par value of said shareswill at all times be less than or equal to the applicable Warrant ExercisePrice.  If at any time the Company doesnot have a sufficient number of shares of Common Stock authorized andavailable, then the Company shall call and hold a special meeting of itsstockholders within sixty (60) days of that time for the sole purpose ofincreasing the number of authorized shares of Common Stock.

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#### (d)         If at any time after thedate hereof the Company shall file a registration statement, the Company shallinclude the Warrant Shares issuable to the holder, pursuant to the terms ofthis Warrant and shall maintain, so long as any other shares of Common Stockshall be so listed, such listing of all Warrant Shares from time to timeissuable upon the exercise of this Warrant; and the Company shall so list oneach national securities exchange or automated quotation system, as the casemay be, and shall maintain such listing of, any other shares of capital stockof the Company issuable upon the exercise of this Warrant if and so long as anyshares of the same class shall be listed on such national securities exchangeor automated quotation system.

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#### (e)          The Company will not, byamendment of its Articles of Incorporation or through any reorganization,transfer of assets, consolidation, merger, dissolution, issue or sale ofsecurities, or any other voluntary action, avoid or seek to avoid theobservance or performance of any of the terms to be observed or performed by ithereunder, but will at all times in good faith assist in the carrying out ofall the provisions of this Warrant and in the taking of all such action as may reasonablybe requested by the holder of this Warrant in order to protect the exerciseprivilege of the holder of this Warrant against dilution or other impairment,consistent with the tenor and purpose of this Warrant.  The Company will not increase the par valueof any shares of Common Stock receivable upon the exercise of this Warrantabove the Warrant Exercise Price then in effect, and (ii) will take allsuch actions as may be necessary or appropriate in order that 

 

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#### the Company may validly andlegally issue fully paid and nonassessable shares of Common Stock upon theexercise of this Warrant.

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#### (f)            This Warrant will bebinding upon any entity succeeding to the Company by merger, consolidation oracquisition of all or substantially all of the Company’s assets.

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### Section 4.                                            Taxes.  The Company shall pay any and all taxes,except any applicable withholding, which may be payable with respect to theissuance and delivery of Warrant Shares upon exercise of this Warrant.

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### Section 5.                                            WarrantHolder Not Deemed a Stockholder. Except as otherwise specifically provided herein, no holder, as such, ofthis Warrant shall be entitled to vote or receive dividends or be deemed theholder of shares of capital stock of the Company for any purpose, nor shallanything contained in this Warrant be construed to confer upon the holderhereof, as such, any of the rights of a stockholder of the Company or any rightto vote, give or withhold consent to any corporate action (whether any reorganization,issue of stock, reclassification of stock, consolidation, merger, conveyance orotherwise), receive notice of meetings, receive dividends or subscriptionrights, or otherwise, prior to the issuance to the holder of this Warrant ofthe Warrant Shares which he or she is then entitled to receive upon the dueexercise of this Warrant.  In addition,nothing contained in this Warrant shall be construed as imposing anyliabilities on such holder to purchase any securities (upon exercise of thisWarrant or otherwise) or as a stockholder of the Company, whether suchliabilities are asserted by the Company or by creditors of the Company.  Notwithstanding this Section 5, theCompany will provide the holder of this Warrant with copies of the same noticesand other information given to the stockholders of the Company generally,contemporaneously with the giving thereof to the stockholders.

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### Section 6.                                            Representationsof Holder.  The holder of thisWarrant, by the acceptance hereof, represents that it is acquiring this Warrantand the Warrant Shares for its own account for investment only and not with aview towards, or for resale in connection with, the public sale or distributionof this Warrant or the Warrant Shares, except pursuant to sales registered orexempted under the Securities Act; provided, however, that by making therepresentations herein, the holder does not agree to hold this Warrant or anyof the Warrant Shares for any minimum or other specific term and reserves theright to dispose of this Warrant and the Warrant Shares at any time inaccordance with or pursuant to a registration statement or an exemption underthe Securities Act.  The holder of thisWarrant further represents, by acceptance hereof, that, as of this date, suchholder is an “accredited investor” as such term is defined in Rule 501(a)(1) ofRegulation D promulgated by the Securities and Exchange Commission under theSecurities Act (an “Accredited Investor”).  Upon exercise of this Warrant, the holdershall, if requested by the Company, confirm in writing, in a form satisfactoryto the Company, that the Warrant Shares so purchased are being acquired solelyfor the holder’s own account and not as a nominee for any other party, forinvestment, and not with a view toward distribution or resale and that suchholder is an Accredited Investor.  Ifsuch holder cannot make such representations because they would be factuallyincorrect, it shall be a condition to such holder’s exercise of this Warrantthat the Company receive such other representations as the Company considersreasonably necessary to assure the Company that the issuance of its securitiesupon exercise of this Warrant shall not violate any United States or statesecurities laws.

 

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### Section 7.                                            Ownershipand Transfer.

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#### (a)          The Company shallmaintain at its principal executive offices (or such other office or agency ofthe Company as it may designate by notice to the holder hereof), a register forthis Warrant, in which the Company shall record the name and address of theperson in whose name this Warrant has been issued, as well as the name andaddress of each transferee.  The Companymay treat the person in whose name any Warrant is registered on the register asthe owner and holder thereof for all purposes, notwithstanding any notice tothe contrary, but in all events recognizing any transfers made in accordancewith the terms of this Warrant.

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### Section 8.                                            Adjustmentof Warrant Exercise Price and Number of Shares.  The Warrant Exercise Price and the number ofshares of Common Stock issuable upon exercise of this Warrant shall be adjustedfrom time to time as follows, subject to the Share Cap (as defined in theDebenture) and Exchange Cap as set forth in Section 8(b)(viii) below:

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#### (a)          Adjustment of Exercise Price uponIssuance of Common Stock.  If the Company, at any time while thisWarrant is outstanding, issuesor sells, or in accordance with this Section 8(a) is deemed to haveissued or sold, any shares of Common Stock, excluding shares of Common Stockdeemed to have been issued or sold by the Company in connection with anyExcluded Securities, for a consideration per share less than a price equal tothe Exercise Price in effect immediately prior to such issue or sale (suchprice the “Applicable Price”)(the foregoing a “Dilutive Issuance”),then immediately after such Dilutive Issuance the Exercise Price then in effectshall be reduced to an amount equal to the product of (A) the ExercisePrice in effect immediately prior to such Dilutive Issuance and (B) thequotient determined by dividing (1) the sum of (I) the productderived by multiplying the Exercise Price in effect immediately prior to suchDilutive Issuance and the number of shares of Common Stock Deemed Outstandingimmediately prior to such Dilutive Issuance plus (II) the consideration,if any, received by the Company upon such Dilutive Issuance, by (2) theproduct derived by multiplying (I) the Exercise Price in effectimmediately prior to such Dilutive Issuance by (II) the number of sharesof Common Stock deemed outstanding immediately after such Dilutive Issuance.

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#### Notwithstandinganything herein to the contrary, the Exercise Price of this Warrant shall neverbe adjusted below a “hard floor” of $0.90 per share, which is greater than theclosing price per share of the Company’s Common Stock as of the date of theSecurities Purchase Agreement.

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#### (b)         Effect on WarrantExercise Price of Certain Events. For purposes of determining the adjusted Warrant Exercise Price under Section 8(a) above,the following shall be applicable:

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##### (i)                                     Issuanceof Options.  If after the datehereof, the Company in any manner grants any Options and the lowest price pershare for which one share of Common Stock is issuable upon the exercise of anysuch Option or upon conversion or exchange of any convertible securitiesissuable upon exercise of any such Option is less than the Applicable Price,then such share of Common Stock shall be deemed to be outstanding and to havebeen issued and sold by the Company at the time of the granting or sale of suchOption for such price per share.  Forpurposes of this Section 8(b)(i), the lowest price per share for which oneshare of Common Stock is issuable upon exercise of such Options or uponconversion or exchange of 

 

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##### such Convertible Securitiesshall be equal to the sum of the lowest amounts of consideration (if any)received or receivable by the Company with respect to any one share of CommonStock upon the granting or sale of the Option, upon exercise of the Option orupon conversion or exchange of any convertible security issuable upon exerciseof such Option.  No further adjustment ofthe Warrant Exercise Price shall be made upon the actual issuance of such CommonStock or of such convertible securities upon the exercise of such Options orupon the actual issuance of such Common Stock upon conversion or exchange ofsuch convertible securities.

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##### (ii)                                  Issuanceof Convertible Securities.  If theCompany in any manner issues or sells any convertible securities and the lowestprice per share for which one share of Common Stock is issuable upon theconversion or exchange thereof is less than the Applicable Price, then suchshare of Common Stock shall be deemed to be outstanding and to have been issuedand sold by the Company at the time of the issuance or sale of such convertiblesecurities for such price per share.  Forthe purposes of this Section 8(b)(ii), the lowest price per share forwhich one share of Common Stock is issuable upon such conversion or exchangeshall be equal to the sum of the lowest amounts of consideration (if any)received or receivable by the Company with respect to one share of Common Stockupon the issuance or sale of the convertible security and upon conversion orexchange of such convertible security. No further adjustment of the Warrant Exercise Price shall be made uponthe actual issuance of such Common Stock upon conversion or exchange of suchconvertible securities, and if any such issue or sale of such convertiblesecurities is made upon exercise of any Options for which adjustment of theWarrant Exercise Price had been or are to be made pursuant to other provisionsof this Section 8(b), no further adjustment of the Warrant Exercise Priceshall be made by reason of such issue or sale.

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##### (iii)                               Changein Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additionalconsideration, if any, payable upon the issue, conversion or exchange of anyconvertible securities, or the rate at which any convertible securities areconvertible into or exchangeable for Common Stock changes at any time, theWarrant Exercise Price in effect at the time of such change shall be adjustedto the Warrant Exercise Price which would have been in effect at such time hadsuch Options or convertible securities provided for such changed purchaseprice, additional consideration or changed conversion rate, as the case may be,at the time initially granted, issued or sold and the number of Warrant Sharesissuable upon exercise of this Warrant shall be correspondinglyreadjusted.  For purposes of this Section 8(b)(iii),if the terms of any Option or convertible security that was outstanding as ofthe Issuance Date of this Warrant are changed in the manner described in theimmediately preceding sentence, then such Option or convertible security andthe Common Stock deemed issuable upon exercise, conversion or exchange thereofshall be deemed to have been issued as of the date of such change.  No adjustment pursuant to this Section 8(b) shallbe made if such adjustment would result in an increase of the Warrant ExercisePrice then in effect.

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Notwithstandinganything herein to the contrary, the Exercise Price of this Warrant shall neverbe adjusted below a “hard floor” of $0.90 per share, which is greater than theclosing price per share of the Company’s Common Stock as of the date of theSecurities Purchase Agreement.

 

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##### (iv)                              Calculationof Consideration Received.  If anyCommon Stock, Options or convertible securities are issued or sold or deemed tohave been issued or sold for cash, the consideration received therefore will bedeemed to be the net amount received by the Company therefore.  If any Common Stock, Options or convertiblesecurities are issued or sold for a consideration other than cash, the amountof such consideration received by the Company will be the fair value of suchconsideration, except where such consideration consists of marketablesecurities, in which case the amount of consideration received by the Companywill be the market price of such securities on the date of receipt of suchsecurities.  If any Common Stock, Optionsor convertible securities are issued to the owners of the non-surviving entityin connection with any merger in which the Company is the surviving entity, theamount of consideration therefore will be deemed to be the fair value of suchportion of the net assets and business of the non-surviving entity as is attributableto such Common Stock, Options or convertible securities, as the case maybe.  The fair value of any considerationother than cash or securities will be determined jointly by the Company and theholders of Warrants representing at least two-thirds of the Warrant Sharesissuable upon exercise of the Warrants then outstanding.  If such parties are unable to reach agreementwithin ten (10) days after the occurrence of an event requiringvaluation (the “Valuation Event”), the fair value of such considerationwill be determined within five (5) Business Days after the tenth (10th)day following the Valuation Event by an independent, reputable appraiserjointly selected by the Company and the holders of Warrants representing atleast two-thirds of the Warrant Shares issuable upon exercise of the Warrantsthen outstanding.  The determination ofsuch appraiser shall be final and binding upon all parties and the fees andexpenses of such appraiser shall be borne jointly by the Company and theholders of Warrants.

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##### (v)                                 IntegratedTransactions.  In case any Option isissued in connection with the issue or sale of other securities of the Company,together comprising one integrated transaction in which no specificconsideration is allocated to such Options by the parties thereto, the Optionswill be deemed to have been issued for a consideration of $.01.

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##### (vi)                              TreasuryShares.  The number of shares ofCommon Stock outstanding at any given time does not include shares owned orheld by or for the account of the Company, and the disposition of any shares soowned or held will be considered an issue or sale of Common Stock.

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##### (vii)                           RecordDate.  If the Company takes a recordof the holders of Common Stock for the purpose of entitling them (1) toreceive a dividend or other distribution payable in Common Stock, Options or inconvertible securities or (2) to subscribe for or purchase Common Stock,Options or convertible securities, then such record date will be deemed to bethe date of the issue or sale of the shares of Common Stock deemed to have beenissued or sold upon the declaration of such dividend or the making of suchother distribution or the date of the granting of such right of subscription orpurchase, as the case may be.

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##### (viii)                        PrimaryMarket Regulation.  The Company shallnot be obligated to issue any shares of Common Stock upon exercise of thisWarrant, and the Holder of this Warrant shall not have the right to receiveupon exercise of this Warrant any shares of Common Stock, if the issuance ofsuch shares of Common Stock would exceed the aggregate number of shares ofCommon Stock which the Company may issue upon conversion or exercise, as 

 

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##### applicable, of the Debenturesand Warrants, including the securities issued by the Company in connection withthe Stanford Closing (as defined in the Securities Purchase Agreement), withoutbreaching the Company’s obligations under the rules or regulations of the (a) theAmerican Stock Exchange, (b) New York Stock Exchange, (c) the NasdaqGlobal Market, (d) the Nasdaq Capital Market, or (e) the NASD OTCBulletin Board (“OTCBB”) (each, a “Primary Market”) (the numberof shares which may be issued without violating such rules andregulations, the “ExchangeCap”), except that suchlimitation shall not apply in the event that the Company (A) obtains theapproval of its stockholders as required by the applicable rules of suchPrimary Market for issuances of Common Stock in excess of such amount or (B) obtainsa written opinion from outside counsel to the Company that such approval is notrequired, which opinion shall be reasonably satisfactory to the Holder.  Unless and until such approval or writtenopinion is obtained, the purchaser of the Warrant pursuant to the SecuritiesPurchase Agreement (or any subsequent holder) shall not be issued in theaggregate, upon conversion or exercise or otherwise, as applicable, ofDebenture or Warrants, shares of Common Stock in an amount greater than theExchange Cap.  In addition to the foregoing,the Share Cap (as defined in the Debentures) shall also apply to this Warrant.

#####  

#### (c)          Adjustment of WarrantExercise Price upon Subdivision or Combination of Common Stock.  If the Company at any time after the date ofissuance of this Warrant subdivides (by any stock split, stock dividend,recapitalization or otherwise) one or more classes of its outstanding shares ofCommon Stock into a greater number of shares, any Warrant Exercise Price ineffect immediately prior to such subdivision will be proportionately reducedand the number of shares of Common Stock obtainable upon exercise of thisWarrant will be proportionately increased. If the Company at any time after the date of issuance of this Warrantcombines (by combination, reverse stock split or otherwise) one or more classesof its outstanding shares of Common Stock into a smaller number of shares, anyWarrant Exercise Price in effect immediately prior to such combination will beproportionately increased and the number of Warrant Shares issuable uponexercise of this Warrant will be proportionately decreased.  Any adjustment under this Section 8(c) shallbecome effective at the close of business on the date the subdivision orcombination becomes effective.

####  

#### (d)         Distribution of Assets.  If the Company shall declare or make anydividend or other distribution of its assets (or rights to acquire its assets)to holders of Common Stock, by way of return of capital or otherwise(including, without limitation, any distribution of cash, stock or other securities,property or options by way of a dividend, spin off, reclassification, corporaterearrangement or other similar transaction) (a “Distribution”), at anytime after the issuance of this Warrant, then, in each such case:

####  

##### (i)                                     anyWarrant Exercise Price in effect immediately prior to the close of business onthe record date fixed for the determination of holders of Common Stock entitledto receive the Distribution shall be reduced, effective as of the close ofbusiness on such record date, to a price determined by multiplying such WarrantExercise Price by a fraction of which (A) the numerator shall be theClosing Sale Price of the Common Stock on the trading day immediately precedingsuch record date minus the value of the Distribution (as determined in goodfaith by the Company’s Board of Directors) applicable to one share of CommonStock, and (B) the denominator shall be the Closing Sale Price of theCommon Stock on the trading day immediately preceding such record date; and

 

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##### (ii)                                  either(A) the number of Warrant Shares obtainable upon exercise of this Warrantshall be increased to a number of shares equal to the number of shares ofCommon Stock obtainable immediately prior to the close of business on the recorddate fixed for the determination of holders of Common Stock entitled to receivethe Distribution multiplied by the reciprocal of the fraction set forth in theimmediately preceding clause (i), or (B) in the event that theDistribution is of common stock of a company whose common stock is traded on anational securities exchange or a national automated quotation system, then theholder of this Warrant shall receive an additional warrant to purchase CommonStock, the terms of which shall be identical to those of this Warrant, exceptthat such warrant shall be exercisable into the amount of the assets that wouldhave been payable to the holder of this Warrant pursuant to the Distributionhad the holder exercised this Warrant immediately prior to such record date andwith an exercise price equal to the amount by which the exercise price of thisWarrant was decreased with respect to the Distribution pursuant to the terms ofthe immediately preceding clause (i).

#####  

#### (e)          Certain Events.  If any event occurs of the type contemplatedby the provisions of this Section 8 but not expressly provided for by suchprovisions (including, without limitation, the granting of stock appreciationrights, phantom stock rights or other rights with equity features), then theCompany’s Board of Directors will make an appropriate adjustment in the WarrantExercise Price and the number of shares of Common Stock obtainable uponexercise of this Warrant so as to protect the rights of the holders of theWarrants; provided, except as set forth in section 8(c),that no such adjustmentpursuant to this Section 8(e) will increase the Warrant ExercisePrice or decrease the number of shares of Common Stock obtainable as otherwisedetermined pursuant to this Section 8.

####  

#### (f)            Notices.

####  

##### (i)                                     Immediatelyupon any adjustment of the Warrant Exercise Price, the Company will givewritten notice thereof to the holder of this Warrant, setting forth inreasonable detail, and certifying, the calculation of such adjustment.

#####  

##### (ii)                                  TheCompany will give written notice to the holder of this Warrant at least ten (10) daysprior to the date on which the Company closes its books or takes a record (A) withrespect to any dividend or distribution upon the Common Stock, (B) withrespect to any pro rata subscription offer to holders of Common Stock or (C) fordetermining rights to vote with respect to any Organic Change (as definedbelow), dissolution or liquidation, provided that such information shall bemade known to the public prior to or in conjunction with such notice beingprovided to such holder.

#####  

##### (iii)                               TheCompany will also give written notice to the holder of this Warrant at leastten (10) days prior to the date on which any Organic Change, dissolutionor liquidation will take place, provided that such information shall be madeknown to the public prior to or in conjunction with such notice being providedto such holder.

 

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### Section 9.                                            PurchaseRights; Reorganization, Reclassification, Consolidation, Merger or Sale.

###  

#### (a)          In addition to anyadjustments pursuant to Section 8 above, if at any time the Companygrants, issues or sells any Options, Convertible Securities or rights topurchase stock, warrants, securities or other property pro rata to the recordholders of any class of Common Stock (the “Purchase Rights”), then theholder of this Warrant will be entitled to acquire, upon the terms applicableto such Purchase Rights, the aggregate Purchase Rights which such holder couldhave acquired if such holder had held the number of shares of Common Stockacquirable upon complete exercise of this Warrant immediately before the dateon which a record is taken for the grant, issuance or sale of such PurchaseRights, or, if no such record is taken, the date as of which the record holdersof Common Stock are to be determined for the grant, issue or sale of suchPurchase Rights.

####  

#### (b)         Any recapitalization,reorganization, reclassification, consolidation, merger, sale of all orsubstantially all of the Company’s assets to another Person or othertransaction in each case which is effected in such a way that holders of CommonStock are entitled to receive (either directly or upon subsequent liquidation)stock, securities or assets with respect to or in exchange for Common Stock isreferred to herein as an “Organic Change.”  Prior to the consummation of any (i) saleof all or substantially all of the Company’s assets to an acquiring Person or (ii) otherOrganic Change following which the Company is not a surviving entity, theCompany will secure from the Person purchasing such assets or the successorresulting from such Organic Change (in each case, the “Acquiring Entity”)a written agreement (in form and substance satisfactory to the holders ofWarrants representing at least two-thirds (iii) of the Warrant Sharesissuable upon exercise of the Warrants then outstanding) to deliver to eachholder of Warrants in exchange for such Warrants, a security of the AcquiringEntity evidenced by a written instrument substantially similar in form andsubstance to this Warrant and satisfactory to the holders of the Warrants(including an adjusted warrant exercise price equal to the value for the CommonStock reflected by the terms of such consolidation, merger or sale, andexercisable for a corresponding number of shares of Common Stock acquirable andreceivable upon exercise of the Warrants without regard to any limitations onexercise, if the value so reflected is less than any Applicable WarrantExercise Price immediately prior to such consolidation, merger or sale).  Prior to the consummation of any otherOrganic Change, the Company shall make appropriate provision (in form andsubstance satisfactory to the holders of Warrants representing a majority****of the Warrant Shares issuable uponexercise of the Warrants then outstanding) to insure that each of the holdersof the Warrants will thereafter have the right to acquire and receive in lieuof or in addition to (as the case may be) the Warrant Shares immediatelytheretofore issuable and receivable upon the exercise of such holder’sWarrants (without regard to any limitations on exercise), such shares ofstock, securities or assets that would have been issued or payable in suchOrganic Change with respect to or in exchange for the number of Warrant Shareswhich would have been issuable and receivable upon the exercise of such holder’sWarrant as of the date of such Organic Change (without taking into account anylimitations or restrictions on the exercisability of this Warrant).

####  

### Section 10.                                      Lost,Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Companyshall promptly, on receipt of an indemnification 

 

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### undertaking (or, in the case ofa mutilated Warrant, the Warrant), issue a new Warrant of like denomination andtenor as this Warrant so lost, stolen, mutilated or destroyed.

###  

### Section 11.                                      Notice.  Any notices, consents, waivers or othercommunications required or permitted to be given under the terms of thisWarrant must be in writing and will be deemed to have been delivered:  (i) upon receipt, when deliveredpersonally; (ii) upon receipt, when sent by facsimile (providedconfirmation of receipt is received by the sending party transmission ismechanically or electronically generated and kept on file by the sendingparty); or (iii) one Business Day after deposit with a nationallyrecognized overnight delivery service, in each case properly addressed to theparty to receive the same.  The addressesand facsimile numbers for such communications shall be:

 
| If to Holder:          | H.C. Wainwright & Co., Inc. |
|------------------------|-------------------------------------------|
|                   | 52 Vanderbilt Avenue                      |
|                   | 12th Floor                                |
|                   | New York, NY 10017                        |
|                   | Attention:                                | Anthony J. Sarkis |
|                   |                                      |
| With Copy to:          | H.C. Wainwright & Co., Inc. |
|                   | 52 Vanderbilt Avenue                      |
|                   | 12th Floor                                |
|                   | New York, NY 10017                        |
|                   | Attention:                                | Jason A. Stein |
|                   |                                      |
| If to the Company, to: | Senesco Technologies, Inc.           |
|                   | 303 George Street, Suite 420         |
|                   | New Brunswick, NJ 08901                   |
|                   | Attention:Chief Executive Officer         |
|                   | Telephone:                                | (732) 296-8400 |
|                   | Facsimile:                                | (732) 296-9292 |
|                   |                                      |
| With a copy to:        | Morgan, Lewis & Bockius LLP      |
|                   | 502 Carnegie Center                       |
|                   | Princeton, NJ 08540                       |
|                   | Attention:                                | Emilio Ragosa, Esq. |
|                   | Telephone:                                | (609) 919-6633 |
|                   | Facsimile:                                | (609) 919-6701 |

 

If to a holder of this Warrant,to it at the address and facsimile number set forth in this Section 11, orat such other address and facsimile as shall be delivered to the Company uponthe issuance or transfer of this Warrant. Each party shall provide five days’ prior written notice to the otherparty of any change in address or facsimile number.  Written confirmation of receipt (A) givenby the recipient of such notice, consent, facsimile, waiver or othercommunication, (or (B) provided by a nationally recognized overnightdelivery service shall be rebuttable evidence of personal service, receipt byfacsimile or receipt from a nationally recognized overnight delivery service inaccordance with clause (i), (ii) or (iii) above, respectively.

 

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### Section 12.                                      Date.  The date of this Warrant is set forth on page 1hereof.  This Warrant, in allevents, shall be wholly void and of no effect after the close of business onthe Expiration Date.

###  

### Section 13.                                      Amendmentand Waiver.  Except as otherwiseprovided herein, the provisions of the Warrants may be amended and the Companymay take any action herein prohibited, or omit to perform any act hereinrequired to be performed by it, only if the Company has obtained the writtenconsent of the holders of Warrants representing at least two-thirds of theWarrant Shares issuable upon exercise of the Warrants then outstanding;provided that, except for Section 8(d), no such action may increase theWarrant Exercise Price or decrease the number of shares or class of stockobtainable upon exercise of any Warrant without the written consent of theholder of such Warrant.

###  

### Section 14.                                      DescriptiveHeadings; Governing Law.  Thedescriptive headings of the several sections and paragraphs of this Warrant areinserted for convenience only and do not constitute a part of thisWarrant.  The corporate laws of the Stateof Delaware shall govern all issues concerning the relative rights of theCompany and its stockholders.  All otherquestions concerning the construction, validity, enforcement and interpretationof this Agreement shall be governed by the internal laws of the State of NewJersey, without giving effect to any choice of law or conflict of law provisionor rule (whether of the State of New Jersey or any other jurisdictions)that would cause the application of the laws of any jurisdictions other thanthe State of New Jersey.  Each partyhereby irrevocably submits to the exclusive jurisdiction of the state andfederal courts sitting in Hudson County and the United States District Courtfor the District of New Jersey, for the adjudication of any dispute hereunderor in connection herewith or therewith, or with any transaction contemplatedhereby or discussed herein, and hereby irrevocably waives, and agrees not toassert in any suit, action or proceeding, any claim that it is not personallysubject to the jurisdiction of any such court, that such suit, action orproceeding is brought in an inconvenient forum or that the venue of such suit,action or proceeding is improper.  Eachparty hereby irrevocably waives personal service of process and consents toprocess being served in any such suit, action or proceeding by mailing a copythereof to such party at the address for such notices to it under thisAgreement and agrees that such service shall constitute good and sufficientservice of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any rightto serve process in any manner permitted by law.

###  

### **Section 15.**                                   Waiverof Jury Trial.  **AS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO TOENTER INTO THIS WARRANT, THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BYJURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY ANDALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.**

 

### Section 16.                                      AccountingProvision.  For purposes of clarity,the Company shall not be obligated to settle any exercise of this Warrant incash, except as a result of the negligence or willful misconduct of theCompany, then in such case, any cash settlement shall be as per the terms ofthis Warrant.

 

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**REMAINDER OF PAGE INTENTIONALLY LEFT BLANK**

 

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**INWITNESS WHEREOF**, the Company has caused this Warrantto be signed as of the date first set forth above.

 
| ** ** | **SENESCO TECHNOLOGIES, INC.** |
|------------|--------------------------------|
|       |                           |
|       | By:                            |   |
|       | Name:                          |
|       | Title:                         |

 

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**EXHIBIT A TOWARRANT**

** **

**EXERCISENOTICE**

** **

**TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT**

** **

**SENESCO TECHNOLOGIES, INC.**

** **

The undersigned holder herebyexercises the right to purchase                             of the shares of Common Stock (“Warrant Shares”) of Senesco Technologies, Inc.(the “Company”), evidenced by the attached Warrant (the “Warrant”).  Capitalized terms used herein and nototherwise defined shall have the respective meanings set forth in the Warrant.

 

Specify Methodof exercise by check mark:

 

1.                              o  CashExercise

 

(a) Payment of WarrantExercise Price. The holder shall pay the Aggregate Exercise Price of $                            to the Company in accordance with the terms of the Warrant.

 

(b) Delivery of WarrantShares.  The Company shall deliver tothe holder                   Warrant Shares in accordance with the terms of the Warrant.

 

2.                              o  CashlessExercise

 

(a) Payment of WarrantExercise Price.  In lieu of makingpayment of the Aggregate Exercise Price, the holder elects to receive upon suchexercise the Net Number of shares of Common Stock determined in accordance withthe terms of the Warrant.

 

(b) Delivery of WarrantShares.  The Company shall deliver tothe holder                   Warrant Shares in accordance with the terms of the Warrant.

 

 

Date:                                   ,

 

Name of Registered Holder

 
| By:    |   |   |
|--------|--------|--------|
| Name:  |   |   |
| Title: |   |   |
|        |        |        |  |  |

 

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**EXHIBIT B TOWARRANT**

** **

**FORM OFWARRANT POWER**

** **

**FOR VALUERECEIVED,** the undersigned does hereby assign andtransfer to                                 ,Federal Identification No.                     ,a warrant to purchase                         shares of the capital stock of Senesco Technologies, Inc. represented bywarrant certificate no.           ,standing in the name of the undersigned on the books of said corporation.  The undersigned does hereby irrevocablyconstitute and appoint                             ,attorney to transfer the warrants of said corporation, with full power ofsubstitution in the premises.

 
| Dated: |   |   |   |
|--------|--------|--------|--------|
|   |   |
|   | By:    |   |
|   | Name:  |   |
|   | Title: |   |
|        |        |        |        |  |  |  |

 

B-1

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