OBTAINED BY STANFORD GROUP OR ANY OF ITS AFFILIATES FROM A THIRD
PARTY WHO STANFORD GROUP REASONABLY BELIEVES TO BE IN POSSESSION OF THE
INFORMATION NOT IN VIOLATION OF ANY CONTRACTUAL, LEGAL OR FIDUCIARY OBLIGATION
TO THE COMPANY WITH RESPECT TO THAT INFORMATION; OR
(IV)
IS INDEPENDENTLY DEVELOPED BY STANFORD GROUP
OR ITS AFFILIATES.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO LIMIT THE ABILITY OF STANFORD
GROUP OR ITS AFFILIATES TO PURSUE, INVESTIGATE, ANALYZE, INVEST IN, OR ENGAGE IN
INVESTMENT BANKING, FINANCIAL ADVISORY OR ANY OTHER BUSINESS RELATIONSHIP WITH
ENTITIES OTHER THAN THE COMPANY, NOTWITHSTANDING THAT SUCH ENTITIES MAY BE
ENGAGED IN A BUSINESS WHICH IS SIMILAR TO OR COMPETITIVE WITH THE BUSINESS OF
THE COMPANY, AND NOTWITHSTANDING THAT SUCH ENTITIES MAY HAVE ACTUAL OR POTENTIAL
OPERATIONS, PRODUCTS, SERVICES, PLANS, IDEAS, CUSTOMERS OR SUPPLIES SIMILAR OR
IDENTICAL TO THE COMPANY'S, OR MAY HAVE BEEN IDENTIFIED BY THE COMPANY AS
POTENTIAL MERGER OR ACQUISITION TARGETS OR POTENTIAL CANDIDATES FOR SOME OTHER
BUSINESS COMBINATION, COOPERATION OR RELATIONSHIP. THE COMPANY EXPRESSLY
ACKNOWLEDGES AND AGREES THAT IT DOES NOT CLAIM ANY PROPRIETARY INTEREST IN THE
IDENTITY OF ANY OTHER ENTITY IN ITS INDUSTRY OR OTHERWISE, AND THAT THE IDENTITY
OF ANY SUCH ENTITY IS NOT CONFIDENTIAL INFORMATION.
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is dated as of October 11,
2006 by and between Senesco Technologies, Inc., a Delaware corporation (the
"Company"), Stanford Group Company ("Stanford Group"), Stanford Venture Capital
Holdings, Inc. ("Stanford Venture"), Stanford International Bank, Ltd.
("Stanford International", and together with Stanford Group, Stanford Venture
and any affiliates of Stanford International, Stanford Group and Stanford
Venture, "Stanford") and Ronald Stein, Daniel Bogar, Osvaldo Pi, and William
Fusselmann (collectively, the "Stanford Employees").
RECITALS
WHEREAS, it is a condition precedent to the execution of that certain Financial
Advisory Agreement made by and among the Company, Stanford and the Stanford
Employees (for certain sections), dated as of the date hereof (the "Financial
Advisory Agreement"), that the Company grant registration rights for the Warrant
Shares (as defined below), in connection with resales by Stanford and the
Stanford Employees of the Warrant Shares; and
WHEREAS, the Company, Stanford and the Stanford Employees now desire to enter
into this Agreement in order to facilitate such resales.
AGREEMENT
The parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
1.1
Definitions.
The following terms, as used herein, have the
following meanings.
"Board" means the Board of Directors of the Company.
"Business Day" means any day except a Saturday, Sunday or other day on which
banks in New Jersey are authorized by law to close.
"Common Stock" shall mean the shares of common stock of the Company, $0.01 par
value per share.
"Commission" means the Securities and Exchange Commission.
"Company" means Senesco Technologies, Inc., a Delaware corporation.
"Effective Time" means the date of effectiveness of any Registration Statement.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Holder" has the meaning given to it in Section 2.1(b) hereof.
"NASD" means the National Association of Securities