WHEN
DELIVERED PERSONALLY; (II) UPON CONFIRMATION OF RECEIPT, WHEN SENT BY FACSIMILE;
(III) THREE (3) DAYS AFTER BEING SENT BY U.S. CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, OR (IV) ONE (1) 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:
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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 the Buyer(s), to its address and facsimile number on Schedule I, with
copies to the Buyer's counsel as set forth on Schedule I.
Each party shall
provide five (5) days' prior written notice to the other party of any change in
address or facsimile number.
(G)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
NEITHER THE COMPANY NOR ANY BUYER SHALL ASSIGN THIS AGREEMENT OR ANY
RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY HERETO.
(H)
NO THIRD PARTY BENEFICIARIES.
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.
(I)
SURVIVAL.
UNLESS THIS AGREEMENT IS TERMINATED UNDER SECTION
9(L), THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE BUYER(S)
CONTAINED IN SECTIONS 2 AND 3, THE AGREEMENTS AND COVENANTS SET FORTH IN
SECTIONS 4, 5 AND 9, AND THE INDEMNIFICATION PROVISIONS SET FORTH IN SECTION 8,
SHALL SURVIVE THE CLOSING FOR A PERIOD OF TWO (2) YEARS FOLLOWING THE DATE ON
WHICH THE CONVERTIBLE DEBENTURES ARE CONVERTED IN FULL.
THE BUYER(S) SHALL BE
RESPONSIBLE ONLY FOR ITS OWN REPRESENTATIONS, WARRANTIES, AGREEMENTS AND
COVENANTS HEREUNDER.
(J)
PUBLICITY.
THE COMPANY AND THE BUYER(S) SHALL HAVE THE RIGHT TO
APPROVE, BEFORE ISSUANCE ANY PRESS RELEASE OR ANY OTHER PUBLIC STATEMENT WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY MADE BY ANY PARTY; PROVIDED,
HOWEVER, THAT THE COMPANY SHALL BE ENTITLED, WITHOUT THE PRIOR APPROVAL OF THE
BUYER(S), TO ISSUE ANY PRESS RELEASE OR OTHER PUBLIC DISCLOSURE WITH RESPECT TO
SUCH TRANSACTIONS REQUIRED UNDER APPLICABLE SECURITIES OR OTHER LAWS OR
REGULATIONS (THE COMPANY SHALL USE ITS BEST EFFORTS TO CONSULT THE BUYER(S) IN
CONNECTION WITH ANY SUCH PRESS RELEASE OR OTHER PUBLIC DISCLOSURE PRIOR TO ITS
RELEASE AND BUYER(S) SHALL BE PROVIDED WITH A COPY THEREOF UPON RELEASE
THEREOF).
(K)
FURTHER ASSURANCES.
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
24
REQUEST IN ORDER TO CARRY OUT THE INTENT AND ACCOMPLISH