Exhibit 10.47


REGISTRATION
RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of August 29, 2007, by and among SENESCO TECHNOLOGIES, INC., a Delaware
corporation (the “Company”), and the undersigned Buyers listed on Schedule
I attached hereto (each, a “Buyer” and collectively, the “Buyers”).


WHEREAS:


A.                                   In
connection with the Securities Purchase Agreement by and among the parties
hereto of even date herewith (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject to
the conditions of the Securities Purchase Agreement, to issue and sell to the
Buyers (i) secured convertible debentures (the “Convertible Debentures”)
which shall be convertible into shares of the Company’s common stock, par value
$0.01 per share (the “Common Stock,” as converted, the “Conversion
Shares”) in accordance with the terms of the Convertible Debentures, and
(ii) warrants (the “Warrants”), which will be exercisable to purchase
shares of Common Stock (as exercised, collectively, the “Warrant Shares”).  Capitalized terms not defined herein shall
have the meaning ascribed to them in the Securities Purchase Agreement.


B.                                     To
induce the Buyers to execute and deliver the Securities Purchase Agreement, the
Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any
similar successor statute (collectively, the “Securities Act”), and
applicable state securities laws.


NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Buyers hereby agree as follows:


1.                                      DEFINITIONS.


As used in this Agreement, the following terms shall
have the following meanings:


(a)                                  “Effectiveness
Deadline” means, with respect to the initial Registration Statement
required to be filed hereunder, the 120th calendar day following the Filing
Deadline, provided, however, in the event the
Company is notified by the U.S. Securities and Exchange Commission (“SEC”)
that one of the above Registration Statements will not be reviewed or is no
longer subject to further review and comments, the Effectiveness Date as to
such Registration Statement shall be the fifth Trading Day following the date
on which the Company is so notified if such date precedes the dates required
above.


(b)                                 “Filing Deadline”
means, with respect to the initial Registration Statement required hereunder,
the 30th calendar day following the earlier of: (i) the date that all of the
Conversion Shares, Warrant Shares and Interest Shares issued by the Company to
YA Global Investments, L.P. (the “YA Global Shares”) have been
registered; (ii) the date that all of the YA Global Shares have been sold in
the public market; or (iii) the date provided by the SEC pursuant to Rule 415
to register the Conversion Shares, Warrant Shares and Interest Shares issued to
the













Buyer(s) hereunder or the date on which the SEC otherwise takes the
position that such registration is appropriate.


(c)                                  “Person” means
a corporation, a limited liability company, an association, a partnership, an
organization, a business, an individual, a governmental or political
subdivision thereof or a governmental agency.


(d)                                 “Prospectus”
means the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from
a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by a Registration
Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by
reference or deemed to be incorporated by reference in such Prospectus.


(e)                                  “Registrable
Securities” means all of (i) the Conversion Shares issuable upon conversion
of the Convertible Debentures, (ii) the Warrant Shares issued or issuable upon
exercise of the Warrants, (iii) any shares of Common Stock to be issued with
any interest accrued upon the Convertible Debenture, (iv) any additional shares
issuable in connection with any anti-dilution provisions in the Warrants or the
Convertible Debentures (without giving effect to any limitations on exercise
set forth in the Warrants or Convertible Debentures) and (v) any shares of
Common Stock issued or issuable with respect to the Conversion Shares, the
Convertible Debentures, the Warrant Shares, or the Warrants as a result of any
stock split, dividend or other distribution, recapitalization or similar event
or otherwise, without regard to any limitations on the conversion of the
Convertible Debentures or exercise of the Warrants; provided,
however, Registrable Securities shall not include any shares which may be sold
without volume restrictions pursuant to Rule 144(k), as determined by the counsel
to the Company pursuant to a written opinion letter to such effect..


(f)                                    “Registration
Statement” means the registration statements required to be filed hereunder
and any additional registration statements contemplated by Section 3(c),
including (in each case) the Prospectus, amendments and supplements to such
registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.


(g)                                 “Required
Registration Amount” means  (i)
with respect to the initial Registration Statement 7,000,000 shares of Common
Stock issued or to be issued pursuant to the Convertible Debentures and
Warrants, including Interest Shares (as defined in the Convertible Debenture),
or such lesser amount as required by the SEC pursuant to Rule 415, and
(ii) with respect to subsequent Registration Statements all remaining
Registrable Securities to be filed, in each case subject to any cutback set
forth in Section 3(c).  In the event
there are cutbacks as provided for in Section 3(c), preference shall be given
in the following priority: (x) first, to the Common Stock to be issued upon
conversion of the Convertible Debentures, (y) second to shares of Common Stock
to be issued with any interest accrued upon the Convertible Debentures and (z)
finally shares of Common Stock issued or to be issued upon exercise of the
Warrants.



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(h)                                 “Rule 415”
means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC  having
substantially the same purpose and effect as such Rule.


2.                                      REGISTRATION.


(a)                                  Filing and
Effectiveness of the Registration Statement.  On or prior to each Filing Deadline, the
Company shall prepare and file with the SEC a Registration Statement on Form
S-1 or SB-2 (or, if the Company is then eligible, on Form S-3) covering the
resale of all of the Registrable Securities. 
The Registration Statement prepared pursuant hereto shall register for
resale at least the number of shares of Common Stock equal to the Required
Registration Amount as of date the Registration Statement is initially filed
with the SEC.  The Registration Statement
shall contain the “Selling Stockholders” and “Plan of Distribution”
sections in substantially the form attached hereto as Exhibit A and
contain all the required disclosures set forth on Exhibit B.  The Company shall use its best efforts to
have the Registration Statement declared effective by the SEC as soon as
practicable, but in no event later than the Effectiveness Deadline.  By 9:30 am on the date following the date of
effectiveness, the Company shall file with the SEC in accordance with Rule 424
under the 1933 Act the final Prospectus to be used in connection with sales
pursuant to such Registration Statement. 
The Company shall cause the Registration Statement to remain effective
until all of the Registrable Securities have been sold or may be sold without
volume restrictions pursuant to Rule 144(k), as determined by the counsel to
the Company pursuant to a written opinion letter to such effect, addressed and
acceptable to the Company’s transfer agent and the affected Buyers (“Registration
Period”).  Prior to the filing of the
Registration Statement with the SEC, the Company shall furnish a draft of the
Registration Statement to the Buyers for their review and comment.  The Buyers shall furnish comments on the
Registration Statement to the Company within twenty-four (24) hours of the
receipt thereof from the Company.


(b)                                 Failure to File or
Obtain Effectiveness of the Registration Statement.     If: (i) a Registration Statement is not
filed on or prior to its Filing Date (if the Company files a Registration
Statement without affording the Buyers the opportunity to review and comment on
the same as required by Section 3(a), the Company shall not be deemed to have
satisfied this clause (i)), or (ii) the Company fails to file with the SEC a
request for acceleration in accordance with Rule 461 promulgated under the
Securities Act, within five Trading Days of the date that the Company is
notified (orally or in writing, whichever is earlier) by the SEC that a
Registration Statement will not be “reviewed,” or not subject to further
review, or (iii) a Registration Statement filed or required to be filed
hereunder is not declared effective by the SEC by its Effectiveness Deadline,
or (iv) after the effectiveness, a Registration Statement ceases for any reason
to remain continuously effective as to all Registrable Securities for which it
is required to be effective, or the Buyers are otherwise not permitted to
utilize the Prospectus therein to resell such Registrable Securities for more
than 30 consecutive calendar days or more than an aggregate of 40 calendar days
during any 12-month period (which need not be consecutive calendar days) (any
such failure or breach being referred to as an “Event”), then in
addition to any other rights the holders of the Convertible Debentures may have
hereunder or under applicable law, on each such Event date and on each monthly
anniversary of each such Event date (if the applicable Event shall not have
been cured by such date) until the applicable Event is cured, the Company shall
pay to each holder of Convertible Debentures an amount in cash, as



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partial liquidated damages (“Liquidated Damages”) and not as a
penalty, equal to 1.0% of the aggregate purchase price paid by such holder
pursuant to the Securities Purchase Agreement for any Convertible Debentures
then held by such holder.  The parties
agree that (1) the Company shall not be liable for Liquidated Damages under
this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum
aggregate Liquidated Damages payable to a holder of Convertible Debentures
under this Agreement shall be twelve percent (12%) of the aggregate Purchase
Price paid by such holder pursuant to the Securities Purchase Agreement.  The partial Liquidated Damages pursuant to
the terms hereof shall apply on a daily pro-rata basis for any portion of a
month prior to the cure of an Event.


(c)                                  Liquidated Damages.  The Company and the Buyer hereto acknowledge
and agree that the sums payable under subsection 2(b) above shall constitute
liquidated damages and not penalties and are in addition to all other rights of
the Buyer, including the right to call a default.  The parties further acknowledge that (i) the
amount of loss or damages likely to be incurred is incapable or is difficult to
precisely estimate, (ii) the amounts specified in such subsections bear a
reasonable relationship to, and are not plainly or grossly disproportionate to,
the probable loss likely to be incurred in connection with any failure by the
Company to obtain or maintain the effectiveness of a Registration Statement,
(iii) one of the reasons for the Company and the Buyer reaching an agreement as
to such amounts was the uncertainty and cost of litigation regarding the
question of actual damages, and (iv) the Company and the Buyer are
sophisticated business parties and have been represented by sophisticated and
able legal counsel and negotiated this Agreement at arm’s length.  Notwithstanding the foregoing, there shall be
no liquidated damages for Cut-Back Securities (as defined in Section 3(c)
below).


3.                                      RELATED
OBLIGATIONS.


(a)                                  The Company shall,
not less than three (3) Trading Days prior to the filing of each Registration
Statement and not less than one (1) Trading Day prior to the filing of any
related amendments and supplements to all Registration Statements (except for
annual reports on Form 10-K or Form 10-KSB), furnish to each Buyer copies of
all such documents proposed to be filed, which documents (other than those
incorporated or deemed to be incorporated by reference) will be subject to the
reasonable and prompt review of such Buyers, The Company shall not file a
Registration Statement or any such Prospectus or any amendments or supplements
thereto to which the Buyers shall reasonably object in good faith; provided, that, the Company is notified of such objection in
writing no later than two (2) Trading Days after the Buyers have been so
furnished copies of a Registration Statement.


(b)                                 The Company shall (i)
prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to a Registration Statement and the Prospectus used
in connection with such Registration Statement, which prospectus is to be filed
pursuant to Rule 424 promulgated under the Securities Act, as may be necessary
to keep such Registration Statement effective at all times during the
Registration Period, and prepare and file with the SEC such additional
Registration Statements in order to register for resale under the Securities
Act all of the Registrable Securities; (ii) cause the related Prospectus to be
amended or supplemented by any required Prospectus supplement (subject to the
terms of this Agreement), and as so supplemented or amended to be filed
pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments
received from the SEC with respect to a Registration



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Statement or any amendment thereto and as promptly as reasonably
possible provide the Buyers true and complete copies of all correspondence from
and to the SEC relating to a Registration Statement (provided
that the Company may excise any information contained therein which would
constitute material non-public information as to any Buyer which has not
executed a confidentiality agreement with the Company); and (iv) comply with
the provisions of the Securities Act with respect to the disposition of all
Registrable Securities of the Company covered by such Registration Statement
until such time as all of such Registrable Securities shall have been disposed
of in accordance with the intended methods of disposition by the seller or
sellers thereof as set forth in such Registration Statement.  In the case of amendments and supplements to
a Registration Statement which are required to be filed pursuant to this Agreement
(including pursuant to this Section 3(b)) by reason of the Company’s filing a
report on Form 10-KSB, Form 10-QSB or Form 8-K or any analogous report under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
the Company shall incorporate such report by reference into the Registration
Statement, if applicable, or shall file such amendments or supplements with the
SEC on the same day on which the Exchange Act report is filed which created the
requirement for the Company to amend or supplement the Registration Statement.


(c)                                  Reduction of
Registrable Securities Included in a Registration Statement.
Notwithstanding anything contained herein, in the event that the SEC requires
the Company to reduce the number of Registrable Securities to be included in a
Registration Statement in order to allow the Company to rely on Rule 415 with
respect to a Registration Statement, then the Company shall be obligated to
include in such Registration Statement (which may be a subsequent Registration
Statement if the Company needs to withdraw the initial Registration Statement
and refile a new Registration Statement in order to rely on Rule 415) only such
limited portion of the Registrable Securities as the SEC shall permit.  Any Registrable Securities that are excluded
in accordance with the foregoing terms are hereinafter referred to as “Cut
Back Securities.”  To the extent Cut
Back Securities exist, as soon as may be permitted by the SEC, the Company
shall be required to file a Registration Statement covering the resale of the
Cut Back Securities and shall use best efforts to cause such Registration
Statement to be declared effective as promptly as practicable thereafter.


(d)                                 The Company shall
furnish to each Buyer whose Registrable Securities are included in any
Registration Statement, without charge, (i) at least one (1) copy of such
Registration Statement as declared effective by the SEC and any amendment(s)
thereto, including financial statements and schedules, all documents
incorporated therein by reference, all exhibits and each preliminary prospectus,
(ii) ten (10) copies of the final prospectus included in such Registration
Statement and all amendments and supplements thereto (or such other number of
copies as such Buyer may reasonably request) and (iii) such other documents as
such Buyer may reasonably request from time to time in order to facilitate the
disposition of the Registrable Securities owned by such Buyer.


(e)                                  The Company shall use
its best efforts to (i) register and qualify the Registrable Securities covered
by a Registration Statement under such other securities or “blue sky” laws of
such jurisdictions in the United States as any Buyer reasonably requests,
(ii) prepare and file in those jurisdictions such amendments (including
post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof during
the Registration Period, (iii) take such other actions as may be



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necessary to maintain such registrations and qualifications in effect
at all times during the Registration Period, and (iv) take all other actions
reasonably necessary or advisable to qualify the Registrable Securities for
sale in such jurisdictions; provided,
however, that the Company shall not be required in connection therewith or as a
condition thereto to (w) make any change to its articles of incorporation or
by-laws, (x) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(d), (y) subject itself
to general taxation in any such jurisdiction, or (z) file a general consent to
service of process in any such jurisdiction. 
The Company shall promptly notify each Buyer who holds Registrable
Securities of the receipt by the Company of any notification with respect to
the suspension of the registration or qualification of any of the Registrable
Securities for sale under the securities or “blue sky” laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or
threat of any proceeding for such purpose.


(f)                                    As promptly as
practicable after becoming aware of such event or development, the Company
shall notify each Buyer in writing of the happening of any event as a result of
which the Prospectus included in a Registration Statement, as then in effect,
includes an untrue statement of a material fact or omission to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any
material, nonpublic information), and promptly prepare a supplement or
amendment to such Registration Statement to correct such untrue statement or
omission, and deliver ten (10) copies of such supplement or amendment to each
Buyer.  The Company shall also promptly
notify each Buyer in writing (i) when a Prospectus or any Prospectus supplement
or post-effective amendment has been filed, and when a Registration Statement
or any post-effective amendment has become effective (notification of such
effectiveness shall be delivered to each Buyer by facsimile on the same day of
such effectiveness), (ii) of any request by the SEC for amendments or
supplements to a Registration Statement or related prospectus or related
information, and (iii) of the Company’s reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate.


(g)                                 The Company shall use
its best efforts to prevent the issuance of any stop order or other suspension
of effectiveness of a Registration Statement, or the suspension of the
qualification of any of the Registrable Securities for sale in any jurisdiction
within the United States of America and, if such an order or suspension is
issued, to obtain the withdrawal of such order or suspension at the earliest
possible moment and to notify each Buyer who holds Registrable Securities being
sold of the issuance of such order and the resolution thereof or its receipt of
actual notice of the initiation or threat of any proceeding for such purpose.


(h)                                 If, after the
execution of this Agreement, a Buyer believes, after consultation with its
legal counsel, that it could reasonably be deemed to be an underwriter of
Registrable Securities, at the request of any Buyer, the Company shall furnish
to such Buyer, on the date of the effectiveness of the Registration Statement
and thereafter from time to time on such dates as a Buyer may reasonably
request (i) a letter, dated such date, from the Company’s independent certified
public accountants in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public
offering, and (ii) an opinion, dated as of such date, of counsel representing
the Company for purposes of such



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Registration Statement, in form, scope and substance as is customarily
given in an underwritten public offering, addressed to the Buyers.


(i)                                     If, after the
execution of this Agreement, a Buyer believes, after consultation with its
legal counsel, that it could reasonably be deemed to be an underwriter of
Registrable Securities, at the request of any Buyer, the Company shall make
available for inspection by (i) any Buyer and (ii) one (1) firm of
accountants or other agents retained by the Buyers (collectively, the “Inspectors”)
all pertinent financial and other records, and pertinent corporate documents
and properties of the Company (collectively, the “Records”), as shall be
reasonably deemed necessary by each Inspector, and cause the Company’s
officers, directors and employees to supply all information which any Inspector
may reasonably request; provided,
however, that each Inspector shall agree, and each Buyer hereby agrees, to hold
in strict confidence and shall not make any disclosure (except to a Buyer) or
use  any Record or other information
which the Company determines in good faith to be confidential, and of which
determination the Inspectors are so notified, unless (a) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in any
Registration Statement or is otherwise required under the Securities Act, (b)
the release of such Records is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent jurisdiction, or
(c) the information in such Records has been made generally available to the
public other than by disclosure in violation of this or any other agreement of
which the Inspector and the Buyer has knowledge.  Each Buyer agrees that it shall, upon learning
that disclosure of such Records is sought in or by a court or governmental body
of competent jurisdiction or through other means, give prompt notice to the
Company and allow the Company, at its expense, to undertake appropriate action
to prevent disclosure of, or to obtain a protective order for, the Records
deemed confidential.


(j)                                     The Company shall
hold in confidence and not make any disclosure of information concerning a
Buyer provided to the Company unless (i) disclosure of such information is
necessary to comply with federal or state securities laws, (ii) the disclosure
of such information is necessary to avoid or correct a misstatement or omission
in any Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other final, non-appealable order from a court or
governmental body of competent jurisdiction, or (iv) such information has been
made generally available to the public other than by disclosure in violation of
this Agreement or any other agreement. 
The Company agrees that it shall, upon learning that disclosure of such
information concerning a Buyer is sought in or by a court or governmental body
of competent jurisdiction or through other means, give prompt written notice to
such Buyer and allow such Buyer, at the Buyer’s expense, to undertake appropriate
action to prevent disclosure of, or to obtain a protective order for, such
information.


(k)                                  The Company shall use
its best efforts either to cause all the Registrable Securities covered by a
Registration Statement (i) to be listed on each securities exchange on which
securities of the same class or series issued by the Company are then listed,
if any, if the listing of such Registrable Securities is then permitted under
the rules of such exchange or (ii) the inclusion for quotation on the
National Association of Securities Dealers, Inc. OTC Bulletin Board for such
Registrable Securities.  The Company
shall pay all fees and expenses in connection with satisfying its obligation
under this Section 3(k).



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(l)                                     The Company shall
cooperate with each Buyer who holds Registrable Securities being offered and,
to the extent applicable, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legend) representing the Registrable
Securities to be offered pursuant to a Registration Statement and enable such
certificates to be in such denominations or amounts, as the case may be, as the
Buyers may reasonably request and registered in such names as the Buyers may
request.


(m)                               The Company shall use
its best efforts to cause the Registrable Securities covered by the applicable
Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to consummate the
disposition of such Registrable Securities.


(n)                                 The Company shall make
generally available to its security holders as soon as practical, but not later
than ninety (90) days after the close of the period covered thereby, or such
period as allowed by filing a Form 12b-25, an earnings statement (in
form complying with the provisions of Rule 158 under the Securities Act)
covering a twelve (12) month period beginning not later than the first day of
the Company’s fiscal quarter next following the effective date of the
Registration Statement.


(o)                                 The Company shall
otherwise use its best efforts to comply with all applicable rules and
regulations of the SEC in connection with any registration hereunder.


(p)                                 Within two (2)
business days after a Registration Statement which covers Registrable
Securities is declared effective by the SEC, the Company shall deliver, and
shall cause legal counsel for the Company to deliver, to the transfer agent for
such Registrable Securities (with copies to the Buyer whose Registrable
Securities are included in such Registration Statement) confirmation that such
Registration Statement has been declared effective by the SEC in the form
attached hereto as Exhibit C.


(q)                                 The Company shall take
all other reasonable actions necessary to expedite and facilitate disposition
by each Buyer of Registrable Securities pursuant to a Registration Statement.


4.                                       OBLIGATIONS
OF THE BUYERS.


(a)                                  Each Buyer agrees
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 3(f) such Buyer will immediately discontinue
disposition of Registrable Securities pursuant to any Registration Statement
covering such Registrable Securities until such Buyer’s receipt of the copies
of the supplemented or amended prospectus contemplated by Section 3(f) or
receipt of notice that no supplement or amendment is required.  Notwithstanding anything to the contrary, the
Company shall cause its transfer agent to deliver unlegended certificates for
shares of Common Stock to a transferee of a Buyer in accordance with the terms
of the Securities Purchase Agreement in connection with any sale of Registrable
Securities with respect to which a Buyer has entered into a contract for sale
prior to the Buyer’s receipt of a notice from the Company of the happening of
any event of the kind described in Section 3(f) or the first sentence of 3(e)
and for which the Buyer has not yet settled.



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(b)                                 Each
Buyer covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it or an exemption
therefrom in connection with sales of Registrable Securities pursuant to the
Registration Statement.


5.                                       EXPENSES
OF REGISTRATION.


All expenses incurred in connection with
registrations, filings or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and qualifications
fees, printers, legal and accounting fees, shall be paid by the Company.


6.                                       INDEMNIFICATION.


With respect to Registrable Securities which are
included in a Registration Statement under this Agreement:


(a)                                  To the fullest extent
permitted by law, the Company will, and hereby does, indemnify, hold harmless
and defend each Buyer, the directors, officers, partners, employees, agents,
representatives of, and each Person, if any, who controls any Buyer within the
meaning of the Securities Act or the Exchange Act (each, an “Indemnified
Person”), against any losses, claims, damages, liabilities, judgments,
fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in
settlement or expenses, joint or several (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the foregoing by or
before any court or governmental, administrative or other regulatory agency,
body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto (“Indemnified Damages”), to which any
of them may become subject insofar as such Claims (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based
upon: (i) any untrue statement or alleged untrue statement of a material fact
in a Registration Statement or any post-effective amendment thereto or in any
filing made in connection with the qualification of the offering under the
securities or other “blue sky” laws of any jurisdiction in which Registrable
Securities are offered (“Blue Sky Filing”), or the omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; (ii) any untrue
statement or alleged untrue statement of a material fact contained in any final
prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made
therein, in light of the circumstances under which the statements therein were
made, not misleading; or (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any other law, including,
without limitation, any state securities law, or any rule or regulation there
under relating to the offer or sale of the Registrable Securities pursuant to a
Registration Statement (the matters in the foregoing clauses (i) through (iii)
being, collectively, “Violations”). 
The Company shall reimburse the Buyers and each such controlling person
promptly as such expenses are incurred and are due and payable, for any legal fees
or disbursements or other reasonable expenses incurred by them in connection
with investigating or defending any such Claim. 
Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(a): (x) shall not apply
to a Claim by an Indemnified Person arising out of or based upon a Violation
which occurs in reliance upon and in conformity with information furnished in
writing to the Company by such



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Indemnified Person expressly for use in connection with the preparation
of the Registration Statement or any such amendment thereof or supplement
thereto; (y) shall not be available to the extent such Claim is based on a
failure of the Buyer to deliver or to cause to be delivered the prospectus made
available by the Company, if such prospectus was timely made available by the
Company pursuant to Section 3(c); and (z) shall not apply to amounts paid
in settlement of any Claim if such settlement is effected without the prior
written consent of the Company, which consent shall not be unreasonably
withheld. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of the Indemnified Person and shall
survive the transfer of the Registrable Securities by the Buyers pursuant to
Section 9 hereof.


(b)                                 In connection with a
Registration Statement, each Buyer agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner
as is set forth in Section 6(a), the Company, each of its directors, each of
its officers, employees, representatives, or agents and each Person, if any,
who controls the Company within the meaning of the Securities Act or the
Exchange Act (each an “Indemnified Party”), against any Claim or
Indemnified Damages to which any of them may become subject, under the
Securities Act, the Exchange Act or otherwise, insofar as such Claim or
Indemnified Damages arise out of or is based upon any Violation, in each case
to the extent, and only to the extent, that such Violation occurs in reliance
upon and in conformity with written information furnished to the Company by
such Buyer expressly for use in connection with such Registration Statement;
and, subject to Section 6(d), such Buyer will reimburse any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such Claim; provided, however, that the indemnity
agreement contained in this Section 6(b) and the agreement with respect to
contribution contained in Section 7 shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior
written consent of such Buyer, which consent shall not be unreasonably
withheld; provided, further, however, that the
Buyer shall be liable under this Section 6(b) for only that amount of a Claim
or Indemnified Damages as does not exceed the net proceeds to such Buyer as a
result of the sale of Registrable Securities pursuant to such Registration
Statement.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf
of such Indemnified Party and shall survive the transfer of the Registrable
Securities by the Buyers pursuant to Section 9. 
Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(b) with respect to any
prospectus shall not inure to the benefit of any Indemnified Party if the
untrue statement or omission of material fact contained in the prospectus was
corrected and such new prospectus was delivered to each Buyer prior to such
Buyer’s use of the prospectus to which the Claim relates.


(c)                                  Promptly after
receipt by an Indemnified Person or Indemnified Party under this Section 6 of
notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving a Claim, such Indemnified Person
or Indemnified Party shall, if a Claim in respect thereof is to be made against
any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that an
Indemnified Person or Indemnified Party shall have the right to retain its own
counsel with the



 10
 









fees and expenses of not more than one (1) counsel for such Indemnified
Person or Indemnified Party to be paid by the indemnifying party, if, in the
reasonable opinion of counsel retained by the indemnifying party, the
representation by such counsel of the Indemnified Person or Indemnified Party
and the indemnifying party would be inappropriate due to actual or potential
differing  interests between such
Indemnified Person or Indemnified Party and any other party represented by such
counsel in such proceeding.  The
Indemnified Party or Indemnified Person shall cooperate fully with the
indemnifying party in connection with any negotiation or defense of any such
action or claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Indemnified Party or
Indemnified Person which relates to such action or claim.  The indemnifying party shall keep the
Indemnified Party or Indemnified Person fully apprised at all times as to the
status of the defense or any settlement negotiations with respect thereto.  No indemnifying party shall be liable for any
settlement of any action, claim or proceeding effected without its prior
written consent; provided, however, that the
indemnifying party shall not unreasonably withhold, delay or condition its
consent.  No indemnifying party shall,
without the prior written consent of the Indemnified Party or Indemnified
Person, consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party or Indemnified Person of
a release from all liability in respect to such claim or litigation.  Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties,
firms or corporations relating to the matter for which indemnification has been
made.  The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement
of any such action shall not relieve such indemnifying party of any liability
to the Indemnified Person or Indemnified Party under this Section 6, except to
the extent that the indemnifying party is prejudiced in its ability to defend
such action.


(d)                                 The indemnification
required by this Section 6 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills
are received or Indemnified Damages are incurred.


(e)                                  The indemnity
agreements contained herein shall be in addition to (i) any cause of
action or similar right of the Indemnified Party or Indemnified Person against
the indemnifying party or others, and (ii) any liabilities the indemnifying
party may be subject to pursuant to the law.


7.                                      CONTRIBUTION.


To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would
otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: 
(i) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any seller of Registrable Securities who
was not guilty of fraudulent misrepresentation; and (ii) contribution by any
seller of Registrable Securities shall be limited in amount to the net amount
of proceeds received by such seller from the sale of such Registrable
Securities.



 11
 









8.                                      REPORTS
UNDER THE EXCHANGE ACT.


With a view to making available to the Buyers the
benefits of Rule 144 promulgated under the Securities Act or any similar rule
or regulation of the SEC that may at any time permit the Buyers to sell
securities of the Company to the public without registration (“Rule 144”)
the Company agrees to:


(a)                                  make and keep public
information available, as those terms are understood and defined in Rule 144;


(b)                                 file with the SEC in a
timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act so long as the Company remains subject to
such requirements (it being understood that nothing herein shall limit the Company’s
obligations under Section 4(c) of the Securities Purchase Agreement) and the
filing of such reports and other documents as are required by the applicable
provisions of Rule 144; and


(c)                                  furnish to each Buyer
so long as such Buyer owns Registrable Securities, promptly upon request, (i) a
written statement by the Company that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy
of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (iii) such other information
as may be reasonably requested to permit the Buyers to sell such securities
pursuant to Rule 144 without registration.


9.                                      AMENDMENT
OF REGISTRATION RIGHTS.


Provisions of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of
the Company and Buyers who then hold at least two-thirds (2/3) of the
Registrable Securities.  Any amendment or
waiver effected in accordance with this Section 9 shall be binding upon
each Buyer and the Company.  No such
amendment shall be effective to the extent that it applies to fewer than all of
the holders of the Registrable Securities. 
No consideration shall be offered or paid to any Person to amend or
consent to a waiver or modification of any provision of any of this Agreement
unless the same consideration also is offered to all of the parties to this Agreement.


10.                                MISCELLANEOUS.


(a)                                  A Person is deemed to
be a holder of Registrable Securities whenever such Person owns or is deemed to
own of record such Registrable Securities or owns the right to receive the
Registrable Securities.  If the Company
receives conflicting instructions, notices or elections from two (2) or more
Persons with respect to the same Registrable Securities, the Company shall act
upon the basis of instructions, notice or election received from the registered
owner of such Registrable Securities.


(b)                                 No Piggyback on
Registrations.  Except as set forth
on Schedule 10(b) attached hereto, neither the Company nor any of its
security holders (other than the Buyers in such capacity pursuant hereto) may
include securities of the Company in the initial Registration



 12
 









Statement other than the Registrable Securities.  Except as set forth in Section 10(c) and
except for the registration statement filed with respect to the YA Global
Shares, the Company shall not file any other registration statements until the
registration statements with respect to all Registrable Securities have been
declared effective by the SEC, provided, that
this Section 10(b) shall not prohibit the Company from filing amendments to
registration statements already filed.


(c)                                  Piggy-Back
Registrations.  If at any time during
the Registration Period there is not an effective Registration Statement
covering all of the Registrable Securities and the Company shall determine to
prepare and file with the SEC a registration statement relating to an offering
for its own account or the account of others under the Securities Act of any of
its equity securities, other than on Form S-4 or Form S-8 (each as promulgated
under the Securities Act) or their then equivalents relating to equity securities
to be issued solely in connection with any acquisition of any entity or
business or equity securities issuable in connection with the stock option or
other employee benefit plans, then the Company shall send to each Buyer a
written notice of such determination and, if, within fifteen (15) days after
the date of such notice, any such Buyer shall so request in writing, the
Company shall include in such registration statement all or any part of such
Registrable Securities such Buyer requests to be registered; provided, however, that,
the Company shall not be required to register any Registrable Securities
pursuant to this Section 10(c) that are eligible for resale pursuant to Rule
144(k) promulgated under the Securities Act or that are the subject of a then
effective Registration Statement.


(d)                                 Any notices, consents,
waivers or other communications required or permitted to be given under the
terms of this Agreement must be in writing and will be deemed to have been
delivered:  (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party); or (iii) one
(1) business day after deposit with a nationally recognized overnight delivery
service, in each case properly addressed to the party to receive the same.  The addresses and facsimile numbers for such
communications shall be:


	
  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 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 Buyer, to its address and facsimile number on
the Schedule of Buyers attached hereto, with copies to such Buyer’s
representatives as set forth on the Schedule of Buyers or to such other address
and/or facsimile number and/or to the attention of such other person as the
recipient party has specified by written notice given to each other party five
(5) days prior to the



 13
 









effectiveness of such change.  Written confirmation of receipt (A) given by
the recipient of such notice, consent, waiver or other communication, (B)
mechanically or electronically generated by the sender’s facsimile machine
containing the time, date, recipient facsimile number and an image of the first
page of such transmission or (C) provided by a courier or overnight courier
service shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively.


(e)                                  Failure of any party
to exercise any right or remedy under this Agreement or otherwise, or delay by
a party in exercising such right or remedy, shall not operate as a waiver
thereof.


(f)                                    The laws of the
State of New Jersey shall govern all issues concerning the relative rights of
the Company and the Buyers as its stockholders. 
All other questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by the internal laws of
the State of New Jersey, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New Jersey or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New Jersey.  Each
party hereby irrevocably submits to the non-exclusive jurisdiction of the
Superior Courts of the State of New Jersey, sitting in Hudson County, New
Jersey and federal courts for the District of New Jersey sitting Newark, New
Jersey, for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such
court, that such suit, action or proceeding is brought in an inconvenient forum
or that the venue of such suit, action or proceeding is improper.  Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by
law.  If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other
jurisdiction.  EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


(g)                                 This Agreement shall
inure to the benefit of and be binding upon the permitted successors and
assigns of each of the parties hereto.


(h)                                 The headings in this
Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.


(i)                                     This Agreement may
be executed in identical counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same agreement.  This



 14
 









Agreement, once executed by a party, may be delivered to the other
party hereto by facsimile transmission of a copy of this Agreement bearing the
signature of the party so delivering this Agreement.


(j)                                     Each party shall
do and perform, or cause to be done and performed, all such further acts and
things, and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order
to carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.


(k)                                  The language used in
this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent and no rules of strict construction will be applied
against any party.


(l)                                     This Agreement is
intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision
hereof be enforced by, any other Person.


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]



 15
 









IN WITNESS WHEREOF,
each Buyer and the Company have caused their signature page to this
Registration Rights Agreement to be duly executed as of the date first above
written.


	
  

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
  SENESCO TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Bruce C. Galton

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bruce C. Galton

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  



 



 16
 









IN WITNESS WHEREOF,
each Buyer and the Company have caused their signature page to this
Registration Rights Agreement to be duly executed as of the date first above
written.


	
  

  	
   

  	
  BUYERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STANFORD VENTURE CAPITAL HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James M. Davis

  
	
   

  	
   

  	
  Name:James M. Davis

  
	
   

  	
   

  	
  Title:President and Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ William R. Fusselman

  
	
   

  	
   

  	
  William R. Fusselmann

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s Daniel T. Bogar

  	
   

  
	
   

  	
   

  	
  Daniel T. Bogar

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Osvaldo Pi

  	
   

  
	
   

  	
   

  	
  Osvaldo Pi, as Trustee under the Osvaldo and Vivian
  Pi

  Living Trust, dated February 13, 2007, as may be amended

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ronald M. Stein

  	
   

  
	
   

  	
   

  	
  Ronald M. Stein

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Charles M. Weiser

  
	
   

  	
   

  	
  Charles M. Weiser

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Tal Kimmel

  	
   

  
	
   

  	
   

  	
  Tal Kimmel

  	
   

  
							



 



 17
 









SCHEDULE I


SCHEDULE OF BUYERS


	
  If to Buyers:

  	
   

  	
  Stanford Venture Capital Holdings, Inc.

  
	
   

  	
   

  	
  6075 Poplar Avenue, Suite 300

  
	
   

  	
   

  	
  Memphis, TN 38119

  
	
   

  	
   

  	
  Attention:

  	
  James M. Davis, President and Director

  
	
   

  	
   

  	
  Telephone:

  	
  (901) 537-1600

  
	
   

  	
   

  	
  Facsimile:

  	
  (901) 680-5265

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Daniel T. Bogar

  
	
   

  	
   

  	
  1016 Sanibel Drive

  
	
   

  	
   

  	
  Hollywood, Florida

  
	
   

  	
   

  	
  Telephone:

  	
  (305) 347-2400

  
	
   

  	
   

  	
  Facsimile:

  	
  (305) 347-2455

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  William R. Fusselmann

  
	
   

  	
   

  	
  141 Crandon Blvd., #437

  
	
   

  	
   

  	
  Key Biscayne, Florida 33149

  
	
   

  	
   

  	
  Attention:

  	
  James M. Davis, President and Director

  
	
   

  	
   

  	
  Telephone:

  	
  (305) 347-2400

  
	
   

  	
   

  	
  Facsimile:

  	
  (305) 347-2455

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Osvaldo Pi and Vivian Pi, Trustees

  
	
   

  	
   

  	
  6405 SW 104th Street

  
	
   

  	
   

  	
  Pinecrest, Florida 33156

  
	
   

  	
   

  	
  Telephone:

  	
  (305) 347-2400

  
	
   

  	
   

  	
  Facsimile:

  	
  (305) 347-2455

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ronald M. Stein

  
	
   

  	
   

  	
  6520 Allison Road

  
	
   

  	
   

  	
  Miami Beach, Florida 33141

  
	
   

  	
   

  	
  Telephone:

  	
  (305) 347-2400

  
	
   

  	
   

  	
  Facsimile:

  	
  (305) 347-2455

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Charles M. Weiser

  
	
   

  	
   

  	
  3521 N. 55th Ave.

  
	
   

  	
   

  	
  Hollywood, Florida 33021

  
	
   

  	
   

  	
  Telephone:

  	
  (305) 347-2400

  
	
   

  	
   

  	
  Facsimile:

  	
  (305) 347-2455

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tal Kimmel

  
	
   

  	
   

  	
  201 South Biscayne Blvd.

  
	
   

  	
   

  	
  Miami, Florida 33131

  



 



 18
 









 


	
  

  	
   

  	
  Telephone:

  	
  (305) 347-2400

  
	
   

  	
   

  	
  Facsimile:

  	
  (305) 347-2455

  
	
   

  	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Akerman Senterfitt

  
	
   

  	
   

  	
  One Southeast Third Avenue, 25th Floor

  
	
   

  	
   

  	
  Miami, Florida 33131

  
	
   

  	
   

  	
  Attention:

  	
  Jose Gordo, Esq.

  
	
   

  	
   

  	
  Telephone:

  	
  305-755-5812

  
	
   

  	
   

  	
  Facsimile:

  	
  305-349-4789

  



 



 19














EXHIBIT
A


SELLING STOCKHOLDERS


AND PLAN OF DISTRIBUTION


Selling Stockholders


The
shares of Common Stock being offered by the selling stockholders are issuable
upon conversion of the convertible debentures and upon exercise of the
warrants.  For additional information
regarding the issuance of those convertible notes and warrants, see “Private
Placement of Convertible Debentures and Warrants” above.  We are registering the shares of Common Stock
in order to permit the selling stockholders to offer the shares for resale from
time to time.  Except as otherwise notes
and except for the ownership of the convertible Debentures and the warrants
issued pursuant to the Securities Purchase Agreement, the selling stockholders
have not had any material relationship with us within the past three years.


The
table below lists the selling stockholders and other information regarding the
beneficial ownership of the shares of Common Stock by each of the selling
stockholders.  The second column lists
the number of shares of Common Stock beneficially owned by each selling
stockholder, based on its ownership of the convertible debentures and warrants,
as of             ,
200  , assuming conversion of all convertible debentures and exercise
of the warrants held by the selling stockholders on that date, without regard
to any limitations on conversions or exercise.


The
third column lists the shares of Common Stock being offered by this prospectus
by the selling stockholders.


In
accordance with the terms of a registration rights agreement with the selling
stockholders, this prospectus generally covers the resale of at least (i) 300%
of the number of Conversion Shares issued and issuable pursuant to the
convertible debentures as of the trading day immediately preceding the date the
registration statement is initially filed with the SEC, and (ii) 100% of the
number of warrant shares issued and issuable pursuant to the warrants as of the
trading day immediately preceding the date the registration statement is
initially filed with the SEC.  Because the conversion price of
the convertible debentures and the exercise price of the warrants may be
adjusted, the number of shares that will actually be issued may be more or less
than the number of shares being offered by this prospectus.  The fourth column assumes the sale of all of
the shares offered by the selling stockholders pursuant to this prospectus.


	
  Name of Selling Stockholder

  	
   

  	
  Number of Shares

  Owned Prior to

  Offering

  	
   

  	
  Maximum Number

  of Shares to be Sold

  Pursuant to this

  Prospectus

  	
   

  	
  Number of Shares

  Owned After

  Offering

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stanford Venture
  Capital Holdings, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 







 A-1
 








Plan of Distribution


Each Selling Stockholder
(the “Selling Stockholders”) of the common stock and any of their
pledgees, assignees and successors-in-interest may, from time to time, sell any
or all of their shares of common stock on the American Stock Exchange or any
other stock exchange, market or trading facility on which the shares are traded
or in private transactions.  These sales
may be at fixed or negotiated prices.  A
Selling Stockholder may use any one or more of the following methods when
selling shares:


·                  ordinary brokerage transactions and
transactions in which the broker-dealer solicits purchasers;


·                  block trades in which the broker-dealer
will attempt to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction;


·                  purchases by a broker-dealer as
principal and resale by the broker-dealer for its account;


·                  an exchange distribution in
accordance with the rules of the applicable exchange;


·                  privately negotiated transactions;


·                  broker-dealers may agree with
the Selling Stockholders to sell a specified number of such shares at a
stipulated price per share;


·                  through the writing or settlement of
options or other hedging transactions, whether through an options exchange or
otherwise;


·                  a combination of any such methods of
sale; or


·                  any other method permitted pursuant
to applicable law.


The Selling Stockholders
may also sell shares under Rule 144 under the Securities Act of 1933, as
amended (the “Securities Act”), if available, rather than under this
prospectus.


Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers
to participate in sales.  Broker-dealers
may receive commissions or discounts from the Selling Stockholders (or, if any
broker-dealer acts as agent for the purchaser of shares, from the
purchaser) in amounts to be negotiated, but, except as set forth in a
supplement to this Prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with NASDR Rule 2440;
and in the case of a principal transaction a markup or markdown in compliance
with NASDR IM-2440.


In connection with the
sale of the common stock or interests therein, the Selling Stockholders may
enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the Common Stock in
the course of hedging the positions they assume.  The Selling Stockholders may also enter into
option or other



 A-2
 








transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).


The Selling Stockholders
and any broker-dealers or agents that are involved in selling the shares may be
deemed to be “underwriters” within the meaning of the Securities Act in
connection with such sales.  In such
event, any commissions received by such broker-dealers or agents and any profit
on the resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.  Each Selling Stockholder has informed the
Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the Common Stock. In no
event shall any broker-dealer receive fees, commissions and markups which, in
the aggregate, would exceed eight percent (8%).


The Company is required
to pay certain fees and expenses incurred by the Company incident to the
registration of the shares.  The Company
has agreed to indemnify the Selling Stockholders against certain losses,
claims, damages and liabilities, including liabilities under the Securities
Act.


Because Selling
Stockholders may be deemed to be “underwriters” within the meaning of the
Securities Act, they will be subject to the prospectus delivery requirements of
the Securities Act including Rule 172 thereunder.  In addition, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than under this prospectus.  There is no underwriter or coordinating
broker acting in connection with the proposed sale of the resale shares by the Selling
Stockholders.


We agreed to keep this
prospectus effective until the earlier of (i) the date on which the shares may
be resold by the Selling Stockholders without registration and without regard
to any volume limitations by reason of Rule 144(k) under the Securities Act or
any other rule of similar effect or (ii) all of the shares have been sold
pursuant to this prospectus or Rule 144 under the Securities Act or any other
rule of similar effect.  The resale
shares will be sold only through registered or licensed brokers or dealers if
required under applicable state securities laws. In addition, in certain
states, the resale shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is complied with.


Under applicable rules
and regulations under the Exchange Act, any person engaged in the distribution
of the resale shares may not simultaneously engage in market making activities
with respect to the common stock for the applicable restricted period, as
defined in Regulation M, prior to the commencement of the distribution.  In addition, the Selling Stockholders will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including Regulation M, which may limit the timing of
purchases and sales of shares of the common stock by the Selling Stockholders
or any other person.  We will make copies
of this prospectus available to the Selling Stockholders and have informed them
of the need to deliver a



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copy of this
prospectus to each purchaser at or prior to the time of the sale (including by
compliance with Rule 172 under the Securities Act).



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EXHIBIT
B


OTHER DISCLOSURES 


None.



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EXHIBIT
C


FORM OF NOTICE OF
EFFECTIVENESS

OF REGISTRATION STATEMENT


Attention:


Re:                               SENESCO TECHNOLOGIES, INC.


Ladies and
Gentlemen:


We are counsel to Senesco Technologies, Inc., a
Delaware corporation (the “Company”), and have represented the Company
in connection with that certain Securities Purchase Agreement (the “Securities
Purchase Agreement”) entered into by and among the Company and the Buyers
named therein (collectively, the “Buyers”) pursuant to which the Company
issued to the Buyers shares of its Common Stock, par value $0.001 per share
(the “Common Stock”).  Pursuant to
the Purchase Agreement, the Company also has entered into a Registration Rights
Agreement with the Buyers (the “Registration Rights Agreement”) pursuant
to which the Company agreed, among other things, to register the Registrable
Securities (as defined in the Registration Rights Agreement) under the
Securities Act of 1933, as amended (the “Securities Act”).  In connection with the Company’s obligations
under the Registration Rights Agreement, on                   
        , the Company filed a
Registration Statement on Form                 
(File No. 333-                  )
(the “Registration Statement”) with the Securities and Exchange
Commission (the “SEC”) relating to the Registrable Securities which
names each of the Buyers as a selling stockholder there under.


In connection with the foregoing, we advise you that a
member of the SEC’s staff has advised us by telephone that the SEC has entered
an order declaring the Registration Statement effective under the Securities
Act at [ENTER TIME OF EFFECTIVENESS]
on [ENTER DATE OF EFFECTIVENESS]
and we have no knowledge, after telephonic inquiry of a member of the SEC’s
staff, that any stop order suspending its effectiveness has been issued or that
any proceedings for that purpose are pending before, or threatened by, the SEC
and the Registrable Securities are available for resale under the Securities
Act pursuant to the Registration Statement.


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Law Firm]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  cc:

  	
  [LIST NAMES OF BUYERS]

  	
   

  	
   

  
						



 



 C-1