EXHIBIT 10.1
FORM OF SECURITIES PURCHASE AGGREMENT
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement, dated on and as of the date set forth on the
signature page hereto (this "Agreement"), is made between Senesco
Technologies, Inc., a Delaware corporation (the "Company"), the undersigned
purchaser(s) (each a "Purchaser" and collectively, the "Purchasers") and each
assignee of a Purchaser who becomes a party hereto.
WHEREAS, subject to the terms and conditions set forth in this Agreement and
pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act") and Regulation D promulgated thereunder, the Company desires
to offer, issue and sell to the Purchasers (the "Offering"), and the Purchasers,
severally and not jointly, desire to purchase from the Company, shares (the
"Shares") of the Company's common stock, par value $0.01 per share (the "Common
Stock"), and five-year warrants to purchase shares of Common Stock (the
"Warrants"), with an exercise price per share equal to 120% of the Market Price
(as hereinafter defined), as more fully described in this Agreement.
The Shares
and the Warrants are collectively referred to herein as the "Securities".
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and for other good and valuable consideration the
receipt and adequacy of which is hereby acknowledged, the Company and each of
the Purchasers agree as follows:
A.
SUBSCRIPTION.
(1)
SUBJECT TO THE CONDITIONS TO CLOSING SET
FORTH HEREIN, EACH PURCHASER HEREBY IRREVOCABLY SUBSCRIBES FOR AND AGREES TO
PURCHASE SECURITIES FOR THE AGGREGATE PURCHASE PRICE SET FORTH ON THE SIGNATURE
PAGE OF SUCH PURCHASER HERETO (THE "SUBSCRIPTION AMOUNT").
THE SECURITIES TO BE
ISSUED TO A PURCHASER HEREUNDER SHALL CONSIST OF (I) SHARES IN AN AMOUNT EQUAL
TO THE QUOTIENT OF (X) THE SUBSCRIPTION AMOUNT, DIVIDED BY (Y) THE OFFERING
PRICE, ROUNDED DOWN TO THE NEAREST WHOLE NUMBER, AND (II) A WARRANT TO PURCHASE
SUCH NUMBER OF SHARES OF COMMON STOCK TO BE DETERMINED BASED ON A RATIO OF 0.50
SHARES OF COMMON STOCK FOR EVERY ONE (1) SHARE PURCHASED HEREUNDER.
THE
AGGREGATE AMOUNT OF SECURITIES TO BE ISSUED PURSUANT TO THE OFFERING SHALL NOT
EXCEED 1,700,000 SHARES AND WARRANTS TO PURCHASE 850,000 SHARES OF COMMON
STOCK.
THE COMPANY SHALL ALLOCATE THE SUBSCRIPTION AMOUNT BETWEEN THE SHARES
AND THE WARRANTS PRIOR TO THE CLOSING AND PROVIDE NOTICE TO THE PURCHASERS OF
SUCH ALLOCATION.
(2)
FOR PURPOSES OF THIS AGREEMENT, THE
"OFFERING PRICE" SHALL BE THE PRICE PER SHARE TO BE PAID BY THE PURCHASERS,
DETERMINED AS THE PRODUCT OF (A) .75 MULTIPLIED BY (B) THE AVERAGE CLOSING PRICE
(THE "MARKET PRICE") OF THE COMMON STOCK FOR THE REGULAR DAILY TRADING SESSION
AS REPORTED BY THE AMERICAN STOCK EXCHANGE ("AMEX") FOR A PERIOD OF UP TO FIVE
TRADING DAYS IMMEDIATELY PRECEDING THE PRICING DATE (THE "PRICING DATE"), TO BE
DETERMINED BY OPPENHEIMER & CO. INC., THE PLACEMENT AGENT FOR THE OFFERING (THE
"PLACEMENT AGENT").
ON APRIL 29, 2005, THE PLACEMENT AGENT DETERMINED THE
MARKET PRICE WAS EQUAL TO $2.81 PER SHARE, AND THE OFFERING