AN INTERNATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE
(WITH CHARGES PREPAID):
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(i)
if to the Company, at
SENESCO TECHNOLOGIES, INC.
303 GEORGE STREET
SUITE 420
NEW BRUNSWICK, NEW JERSEY 08901
FAX NO.:
(732) 296-9292
ATTENTION:
CHIEF EXECUTIVE OFFICER
or such other address as it shall have specified to the Purchaser in writing,
with a copy (which shall not constitute notice) to:
MORGAN LEWIS & BOCKIUS LLP
502 CARNEGIE CENTER
PRINCETON, NJ 08540-6241
FAX: (609) 919-6701
ATTENTION:
EMILIO RAGOSA, ESQ.
(ii)
if to the Purchaser, at its address set
forth on the signature page to this Agreement, or such other address as it shall
have specified to the Company in writing.
(3)
FAILURE OF THE COMPANY TO EXERCISE ANY
RIGHT OR REMEDY UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE COMPANY
AND THE PURCHASER, OR OTHERWISE, OR DELAY BY THE COMPANY IN EXERCISING SUCH
RIGHT OR REMEDY, WILL NOT OPERATE AS A WAIVER THEREOF.
NO WAIVER BY THE COMPANY
WILL BE EFFECTIVE UNLESS AND UNTIL IT IS IN WRITING AND SIGNED BY THE COMPANY.
(4)
THIS AGREEMENT SHALL BE ENFORCED, GOVERNED
AND CONSTRUED IN ALL RESPECTS IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, AS SUCH LAWS ARE APPLIED BY THE NEW YORK COURTS TO AGREEMENTS ENTERED INTO
AND TO BE PERFORMED IN NEW YORK BY AND BETWEEN RESIDENTS OF NEW YORK, AND SHALL
BE BINDING UPON THE PURCHASER, THE PURCHASER'S HEIRS, ESTATE, LEGAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS AND SHALL INURE TO THE BENEFIT OF THE
COMPANY, ITS SUCCESSORS AND ASSIGNS.
(5)
IF ANY PROVISION OF THIS AGREEMENT IS HELD
TO BE INVALID OR UNENFORCEABLE UNDER ANY APPLICABLE STATUTE OR RULE OF LAW, THEN
SUCH PROVISION SHALL BE DEEMED MODIFIED TO CONFORM WITH SUCH STATUTE OR RULE OF
LAW.
ANY PROVISION HEREOF THAT MAY PROVE INVALID OR UNENFORCEABLE UNDER ANY LAW
SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISIONS HEREOF.
(6)
THE PARTIES UNDERSTAND AND AGREE THAT,
UNLESS PROVIDED OTHERWISE HEREIN, MONEY DAMAGES WOULD NOT BE A SUFFICIENT REMEDY
FOR ANY BREACH OF THE AGREEMENT BY THE COMPANY OR THE PURCHASER AND THAT THE
PARTY AGAINST WHICH SUCH BREACH IS COMMITTED SHALL BE ENTITLED TO EQUITABLE
RELIEF, INCLUDING INJUNCTION AND SPECIFIC PERFORMANCE, AS A REMEDY FOR ANY SUCH
BREACH.
SUCH REMEDIES SHALL NOT, UNLESS PROVIDED OTHERWISE HEREIN, BE DEEMED TO
BE THE EXCLUSIVE REMEDIES FOR A BREACH BY EITHER PARTY OF THE AGREEMENT BUT
SHALL BE IN ADDITION TO ALL OTHER REMEDIES AVAILABLE AT LAW OR EQUITY TO THE
PARTY AGAINST WHICH SUCH BREACH IS COMMITTED.
(7)
THE OBLIGATIONS OF EACH PURCHASER UNDER
THIS AGREEMENT ARE SEVERAL AND NOT JOINT WITH THE OBLIGATIONS OF ANY OTHER
PURCHASER, AND NO PURCHASER SHALL BE RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE
OF THE OBLIGATIONS OF ANY OTHER PURCHASER HEREUNDER, EXCEPT AS MAY RESULT FROM
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the actions of any such Purchaser other than through the execution hereof.
Nothing contained herein solely by virtue of being contained herein shall be
deemed to constitute the Purchasers as