COUNTY, NEW
JERSEY, AND EXPRESSLY CONSENT TO THE JURISDICTION AND VENUE OF THE SUPERIOR
COURT OF NEW JERSEY, SITTING IN HUDSON COUNTY AND THE UNITED STATES DISTRICT
COURT FOR THE DISTRICT OF NEW JERSEY SITTING IN NEWARK, NEW JERSEY FOR THE
ADJUDICATION OF ANY CIVIL ACTION ASSERTED PURSUANT TO THIS PARAGRAPH.
23
(B)
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN TWO OR MORE IDENTICAL COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED
ONE AND THE SAME AGREEMENT AND SHALL BECOME EFFECTIVE WHEN COUNTERPARTS HAVE
BEEN SIGNED BY EACH PARTY AND DELIVERED TO THE OTHER PARTY.
IN THE EVENT ANY
SIGNATURE PAGE IS DELIVERED BY FACSIMILE TRANSMISSION, THE PARTY USING SUCH
MEANS OF DELIVERY SHALL CAUSE FOUR (4) ADDITIONAL ORIGINAL EXECUTED SIGNATURE
PAGES TO BE PHYSICALLY DELIVERED TO THE OTHER PARTY WITHIN FIVE (5) DAYS OF THE
EXECUTION AND DELIVERY HEREOF.
(C)
HEADINGS.
THE HEADINGS OF THIS AGREEMENT
ARE FOR CONVENIENCE OF REFERENCE AND SHALL NOT FORM PART OF, OR AFFECT THE
INTERPRETATION OF, THIS AGREEMENT.
(D)
SEVERABILITY.
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.
(E)
ENTIRE AGREEMENT, AMENDMENTS.
THIS
AGREEMENT SUPERSEDES ALL OTHER PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN THE
BUYER(S), THE COMPANY, THEIR AFFILIATES AND PERSONS ACTING ON THEIR BEHALF WITH
RESPECT TO THE MATTERS DISCUSSED HEREIN, AND THIS AGREEMENT AND THE INSTRUMENTS
REFERENCED HEREIN CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT
TO THE MATTERS COVERED HEREIN AND THEREIN AND, EXCEPT AS SPECIFICALLY SET FORTH
HEREIN OR THEREIN, NEITHER THE COMPANY NOR ANY BUYER MAKES ANY REPRESENTATION,
WARRANTY, COVENANT OR UNDERTAKING WITH RESPECT TO SUCH MATTERS.
NO PROVISION OF
THIS AGREEMENT MAY BE WAIVED OR AMENDED OTHER THAN BY AN INSTRUMENT IN WRITING
SIGNED BY THE PARTY TO BE CHARGED WITH ENFORCEMENT.
(F)
NOTICES.
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 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:
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
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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